Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by the Purchaser under Section 8.16.1, relating to a third party claim or demand, the Purchaser shall provide Seller the Selling Stockholder with prompt written notice thereof in accordance with Section 10.4 and Seller the Selling Stockholder may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Purchaser any such claim or demand, and the Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller the Selling Stockholder is defending in good faith any such third party claim, the Purchaser shall not settle or compromise such third party claim. In any event the Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is are defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third third-party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third third-party claim. So long as Seller is defending in good faith any such third third-party claim, Purchaser shall not settle or compromise such third third-party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by the Purchaser under Section 8.17.1, relating to a third party claim or demand, The Purchaser shall provide Seller Company with prompt written notice thereof in accordance with Section 10.4 and Seller Company may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Purchaser any such claim or demand, and the Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller Company is defending in good faith any such third party claim, the Purchaser shall not settle or compromise such third party claim. In any event the Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser Seller under Section 8.17.3, relating to a third third-party claim or demand, Purchaser Seller shall provide Seller Purchaser with prompt written notice thereof in accordance with Section 10.4 and Seller Purchaser may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser Seller any such claim or demand, and PurchaserSeller, at its expense, shall have the right to participate in the defense of any such third third-party claim. So long as Seller Purchaser is defending in good faith any such third third-party claim, Purchaser Seller shall not settle or compromise such third third-party claim. In any event Purchaser event, Seller shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defenddefend diligently and, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending diligently and in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller upon acceptance of its obligation to indemnify pursuant to Section 8.1 may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.16.1, relating to a third party claim or demand, Purchaser shall provide Seller Shareholder(s) with prompt written notice thereof in accordance with Section 10.4 and Seller Shareholder(s) may defend, in good faith and at its their expense, by legal counsel chosen by it them and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller Shareholder(s) is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.1SECTION 7. 1, relating to a third party claim or demandclaim, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 SECTION 13.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demandit, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third party claim or demandclaim, Purchaser shall provide Seller Sellers with prompt written notice thereof in accordance with Section 10.4 12.4 and Seller Sellers may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demandit, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is Sellers are defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by the Purchaser under Section 8.16.1, relating to a third party claim or demand, the Purchaser shall provide Seller Company with prompt written notice thereof in accordance with Section 10.4 and Seller the Company may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Purchaser any such claim or demand, and the Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller the Company is defending in good faith any such third party claim, the Purchaser shall not settle or compromise such third party claim. In any event the Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third third-party claim or demand, Purchaser shall provide Seller Sellers with prompt written notice thereof in accordance with Section 10.4 and Seller Sellers may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is Sellers are defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third third-party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claimclaim without consent of Seller. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.15.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.16.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.16.1, relating to a third party claim or demand, Purchaser shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its their expense, by legal counsel chosen by it them and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by the Purchaser under Section 8.16.1, relating to a third party claim or demand, the Purchaser shall provide Seller Selling Stockholder with prompt written notice thereof in accordance with Section 10.4 and Seller the Selling Stockholder may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Purchaser any such claim or demand, and the Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller the Selling Stockholder is defending in good faith any such third party claim, the Purchaser shall not settle or compromise such third party claim. In any event the Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser under Section 8.17.1, relating to a third party claim or demand, Purchaser shall provide Seller Sellers with prompt written notice thereof in accordance with Section 10.4 and Seller Sellers may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is Sellers are defending in good faith any such third party claim, Purchaser shall not settle or compromise such third party claim. In any event Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by the Purchaser under Section 8.16.1, relating to a third party claim or demand, the Purchaser shall provide Seller Selling Stockholder with prompt written notice thereof in accordance with Section 10.4 and Seller the Selling Stockholder may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Purchaser any such claim or demand, and the Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is the Selling Stockholder are defending in good faith any such third party claim, the Purchaser shall not settle or compromise such third party claim. In any event the Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

Defense of Third Party Claims. With respect to any claim by Purchaser Buyer under Section 8.13.1, relating to a third party claim or demand, Purchaser Buyer shall provide Seller Sellers with prompt written notice thereof in accordance with Section 10.4 and Seller Sellers may defend, in good faith and at its their expense, by legal counsel chosen by it them and reasonably acceptable to Purchaser Buyer any such claim or demand, and PurchaserBuyer, at its expense, shall have the right to participate in the defense of any such third party claim. So long as Seller is Sellers are defending in good faith any such third party claim, Purchaser Buyer shall not settle or compromise such third party claim. In any event Purchaser Buyer shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.