or Section 14. 3 and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Party liability for Losses, counterclaim or offset, (ii) notify such Indemnified Party in writing of the intention of the Indemnifying Party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Third-Party Claim;
Appears in 2 contracts
Sources: Merger Agreement (Bayview Acquisition Corp), Merger Agreement (Alphatime Acquisition Corp)