Common use of Obligations of Seller in Defending Claims Clause in Contracts

Obligations of Seller in Defending Claims. If Seller assumes the defense of any such Third Party Claim, Seller shall take all reasonable steps necessary in the defense or settlement of such Third Party Claim, and shall furnish to Buyer, Adventist Health, indenture trustee and paying agent for the Existing Bonds and bondholders for the General Obligation Bonds and Revenue Bonds a copy of all written communications concerning such Third Party Claim, including, without limitation, a copy of all pleadings, motions, judgments and other documents filed in court. Buyer and Adventist Health agree to cooperate reasonably with Seller in such defense, at Buyer’s and/or Adventist Health’s expense. Seller shall not, in the defense of such Third Party Claim, consent to the entry of any judgment (except with the prior written consent of Buyer and/or Adventist Health) or enter into any settlement (except with the prior written consent of Buyer and/or Adventist Health and as applicable, bondholders for the General Obligation Bonds and Revenue Bonds) which does not include as an unconditional term thereof the giving by any claimant a release from all liability in respect of such Third Party Claim to Buyer and Adventist Health.

Appears in 8 contracts

Samples: Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale

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Obligations of Seller in Defending Claims. If Seller assumes the defense of any such Third Party Claim, Seller shall take all reasonable steps necessary in the defense or settlement of such Third Party Claim, and shall furnish to Buyer, Adventist Health, indenture trustee and paying agent for the Existing Bonds and bondholders for the General Obligation Bonds and Revenue Bonds a copy of all written communications concerning such Third Party Claim, including, without limitation, a copy of all pleadings, motions, judgments and other documents filed in court. Buyer Xxxxx and Adventist Health agree to cooperate reasonably with Seller in such defense, at BuyerXxxxx’s and/or Adventist Health’s expense. Seller shall not, in the defense of such Third Party Claim, consent to the entry of any judgment (except with the prior written consent of Buyer and/or Adventist Health) or enter into any settlement (except with the prior written consent of Buyer and/or Adventist Health and as applicable, bondholders for the General Obligation Bonds and Revenue Bonds) which does not include as an unconditional term thereof the giving by any claimant a release from all liability in respect of such Third Party Claim to Buyer and Adventist Health.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets

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Obligations of Seller in Defending Claims. If Seller assumes the defense of any such Third Party Claim, Seller shall take all reasonable steps necessary in the defense or settlement of such Third Party Claim, and shall furnish to Buyer, Adventist Health, indenture trustee and paying agent for the Existing Bonds Health and bondholders for the General Obligation Bonds and Revenue Bonds a copy of all written communications concerning such Third Party Claim, including, without limitation, a copy of all pleadings, motions, judgments and other documents filed in court. Buyer Xxxxx and Adventist Health agree to cooperate reasonably with Seller in such defense, at BuyerXxxxx’s and/or Adventist Health’s expense. Seller shall not, in the defense of such Third Party Claim, consent to the entry of any judgment (except with the prior written consent of Buyer and/or Adventist Health) or enter into any settlement (except with the prior written consent of Buyer and/or Adventist Health and as applicable, bondholders for the General Obligation Bonds and Revenue Bonds) which does not include as an unconditional term thereof the giving by any claimant a release from all liability in respect of such Third Party Claim to Buyer and Adventist Health.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets

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