Common use of Opportunity to Defend Third Party Claims Clause in Contracts

Opportunity to Defend Third Party Claims. The Company shall have the right, exercisable by written notice to the applicable Indemnified Person(s) within thirty (30) days of receipt of the applicable Indemnification Notice, to select counsel to defend and control the defense of any third party claim set forth in such Indemnification Notice; provided that the Company shall not be entitled to so select counsel or control the defense of any claim if (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnified Person or alleges any violation of criminal law, (ii) the Company does not, subsequent to its assumption of such defense in accordance with this Section 9.3, conduct the defense of the such claim actively and diligently, (iii) such claim includes as the named parties both the Company and the applicable Indemnified Person(s) and such Indemnified Persons reasonably determine upon the advice of counsel that representation of all such Indemnified Persons by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the event that, based on the reasonable advice of counsel for the applicable Indemnified Person(s), there are one or more material defenses available to the applicable Indemnified Person(s) that are not available to the Company. If the Company does not assume the defense of any third party claim in accordance with this Section 9.3, the applicable Indemnified Person(s) may continue to defend such claim at the sole cost of the Company and the Company may still participate in, but not control, the defense of such third party claim at the Company’s sole cost and expense.

Opportunity to Defend Third Party Claims. The Company shall have (i) In the rightevent of any claim by a third party against any Indemnified Party for which indemnification is or may be available under this ARTICLE X (whether pursuant to a Proceeding, exercisable lawsuit, other legal action, claim, demand or otherwise, a “Third-Party Claim” and together with Acquiror Claims and Seller Claims, each, a “Claim”), upon receipt by the Indemnifying Party of a Claim Notice pursuant to Section 10.07(a) or Section 10.07(b), as applicable, the Indemnifying Party may, by written notice to the applicable Indemnified Person(sParty delivered within twenty (20) within thirty (30) days Business Days of the receipt of the Claim Notice related to such Third-Party Claim, and subject to any applicable Indemnification Noticerights of the insurer under the Representation and Warranty Insurance Policy, to select counsel to defend assume and control the defense of any third party claim set forth such Third-Party Claim in good faith by appropriate Proceedings promptly taken or instituted and diligently pursued, including the employment and engagement of attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend such Indemnification Notice; provided Third-Party Claim, provided, however, that the Company Indemnifying Party shall not be entitled to so select counsel or control direct the defense of any claim if for only as long as (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnified Person or alleges underlying Claim is not in respect of any violation of matter involving criminal law, liability and (ii) the Company does not, subsequent to primary remedy sought under the underlying Claim is not the imposition of any equitable remedy that would be binding upon any Acquiror Indemnified Party or any of its assumption of such defense in accordance with this Section 9.3, conduct the defense of the such claim actively and diligently, Affiliates (iii) such claim includes as the named parties both including the Company and the applicable Indemnified Person(s) and such Indemnified Persons reasonably determine upon the advice of counsel that representation of all such Indemnified Persons by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the event that, based on the reasonable advice of counsel for the applicable Indemnified Person(sits Affiliates), there are one or more material defenses available to the applicable Indemnified Person(s) that are not available to the Company. If the Company does not assume the defense of any third party claim in accordance with this Section 9.3, the applicable Indemnified Person(s) may continue to defend such claim at the sole cost of the Company and the Company may still participate in, but not control, the defense of such third party claim at the Company’s sole cost and expense.

Opportunity to Defend Third Party Claims. The Company shall have the right, exercisable by written notice to the applicable Indemnified Person(s) within thirty (30) days of receipt of the applicable Indemnification Notice, to select counsel to defend and control the defense of any third party claim set forth in such Indemnification Notice; provided that the Company shall not be entitled to so select counsel or control the defense of any claim if (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnified Person or alleges any violation of criminal law, (ii) the Company does not, subsequent to its assumption of such defense in accordance with this Section 9.38.3, conduct the defense of the such claim actively and diligently, (iii) such claim includes as the named parties both the Company and the applicable Indemnified Person(s) and such Indemnified Persons reasonably determine upon the advice of counsel that representation of all such Indemnified Persons by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the event that, based on the reasonable advice of counsel for the applicable Indemnified Person(s), there are one or more material defenses available to the applicable Indemnified Person(s) that are not available to the Company. If the Company does not assume the defense of any third party claim in accordance with this Section 9.38.3, the applicable Indemnified Person(s) may continue to defend such claim at the sole cost of the Company (in the case of clauses (i) or (ii)) or the applicable Indemnified Person(s) (in the case of clauses (iii) or (iv)) and the Company may still participate in, but not control, the defense of such third party claim at the Company’s sole cost and expense.