Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If either party hereto (the “Indemnitee”) receives notice or otherwise obtains knowledge of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter (a “Matter”) or any threatened Matter that may give rise to an indemnification claim against the other party hereto (the “Indemnifying Party”), then the Indemnitee will promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against Seller within the meaning of this sentence, the limitation set forth in Paragraph 11.9 will not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party will be a condition precedent to any liability on the part of the Indemnifying Party under this Paragraph 11.10 with respect to such Matter. The Indemnifying Party will have the right, at its option, to assume the defense of any such Matter with its own counsel satisfactory to the Indemnitee. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party any of the Parties hereto (the “"Indemnitee”") receives notice or otherwise obtains knowledge Knowledge of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter (a “Matter”) Legal Proceeding or any threatened Matter Legal Proceeding that may give rise to an indemnification claim against the any other party Party hereto (the “"Indemnifying Party”"), then the Indemnitee will shall promptly deliver to the Indemnifying Party a written notice describing such Matter Legal Proceeding in reasonable detail; provided, however, that for the sole and limited purpose of determining whether a Matter Legal Proceeding or threatened Matter Legal Proceeding may give rise to an indemnification claim against Seller the Indemnifying Party within the meaning of this sentence, the limitation Threshold Amount set forth in Paragraph 11.9 will Section 7.4(a) or 7.4(b), as applicable, shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party will shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Paragraph 11.10 Section 7.8 with respect to such Matter. The Legal Proceeding, except to the extent the Indemnifying Party is actually prejudiced. With the consent of the Indemnitee, which will not be unreasonably withheld, conditioned or delayed, the Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter Legal Proceeding with its own counsel satisfactory to the Indemniteecounsel. If the Indemnifying Party elects agrees to assume the defense of any such MatterLegal Proceeding, then:

Defense of Third Party Actions. If either party any Party hereto (the “"Indemnitee”") receives notice or otherwise obtains knowledge of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter (a “Matter”) or any threatened Matter matter that may give rise to an indemnification claim against the other party another Party hereto (the “Indemnifying Party”"Indemnitor"), then the Indemnitee will shall promptly deliver to the Indemnifying Party Indemnitor a written notice describing such Matter matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against Seller within the meaning of this sentence, the limitation set forth in Paragraph 11.9 will not be taken into account. The timely delivery of failure by an Indemnitee to provide such written notice by the Indemnitee to the Indemnifying Party will be a condition precedent to Indemnitor shall not affect any liability on the part of the Indemnifying Party Indemnitor under this Paragraph 11.10 with respect Article IX, except to the extent the Indemnitor is prejudiced by such Matterfailure. The Indemnifying Party will In the event of a matter involving a third party claim against an Indemnitee, the Indemnitor shall have the right, at its optionoption and expense, to assume the defense of any such Matter claim with its own counsel satisfactory reasonably acceptable to the IndemniteeIndemnitor; provided, however, that the Indemnitee shall not be required to permit such an assumption of the defense of such a claim which, if not first paid, discharged or otherwise complied with, would result in a material disruption or interruption of the business of the Indemnitee or any material part thereof. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such third party claim within twenty (20) days after it has received written notice thereof shall be deemed a waiver by the Indemnitor of its right to assume the defense of such claim. If the Indemnifying Party Indemnitor timely elects to assume the defense of any such Matterthird party claim, then:

Defense of Third Party Actions. If either party any Party hereto (the “"Indemnitee”") receives notice or otherwise obtains knowledge of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter (a “Matter”) or any threatened Matter matter that may give rise to an indemnification claim against the other party another Party hereto (the “Indemnifying Party”"Indemnitor"), then the Indemnitee will shall promptly deliver to the Indemnifying Party Indemnitor a written notice describing such Matter matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against Seller within the meaning of this sentence, the limitation set forth in Paragraph 11.9 will not be taken into account. The timely delivery of failure by an Indemnitee to provide such written notice by the Indemnitee to the Indemnifying Party will be a condition precedent to Indemnitor shall not affect any liability on the part of the Indemnifying Party Indemnitor under this Paragraph 11.10 with respect Article IX, except to the extent the Indemnitor is prejudiced by such Matterfailure. The Indemnifying Party will In the event of a matter involving a third party claim against an Indemnitee, the Indemnitor shall have the right, at its optionoption and expense, to assume the defense of any such Matter claim with its own counsel satisfactory reasonably acceptable to the IndemniteeIndemnitor; provided, however, that the Indemnitee shall not be required to permit such an assumption of the defense of such a claim which, if not first paid, discharged or otherwise complied with, would result in a material disruption or interruption of the business of the Indemnitee or any material part thereof. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such third party claim within twenty (20) days after it has received written notice thereof shall be deemed a waiver by the Indemnitor of its right to assume the defense of such claim. If the Indemnifying Party Indemnitor timely elects to assume the defense of any such Matterthird party claim, then: