Participation in Defense of Third Party Claims. If any third party shall assert a claim against the Indemnitee which, if successful, might result in an obligation of the Indemnitor to pay Indemnifiable Damages and which can be remedied by the reasonable satisfaction of the Indemnitee by the payment of money damages without further adverse consequences to the Indemnitee, the Indemnitor, at the sole expense of the Indemnitor, may assume the primary defense thereof with counsel reasonably acceptable to the Indemnitee, but only if and so long as the Indemnitor diligently pursues the defense of such claim. If the Indemnitor fails or is unable to so elect to assume the primary defense of any such claim, the Indemnitee may elect to do so.
Participation in Defense of Third Party Claims. If any third Person shall assert any claim against an Indemnitee which, if successful, might result in an obligation of the Indemnitor to pay Indemnifiable Damages and which can be remedied to the sole satisfaction of the Indemnitee by the payment of money damages without further adverse consequence to the Indemnitee, the Indemnitor, at the sole expense of the Indemnitor, may assume the primary defense thereof with counsel reasonably acceptable to the Indemnitee, but only if and so long as: (i) the Indemnitor diligently pursues the defense of such claim; and (ii) the Indemnitor acknowledges to the Indemnitee in writing that the claim, if resolved or settled adversely to the Indemnitee, is one for which the Indemnitor is obligated to indemnify the Indemnitee hereunder; and (iii) the Indemnitor reasonably demonstrates to the Indemnitee that the Indemnitee currently possesses sufficient cash and/or other liquid assets adequate to defend and, if necessary, in the event that the claim is resolved or settled adversely to the Indemnitor, satisfy the claim. If the Indemnitor fails or is unable so to elect to assume the primary defense of any such claim, the Indemnitee may (but need not) do so; in which event the Indemnitee may defend, settle or compromise the claim, at the expense and cost of the Indemnitor, in any such manner as the Indemnitee reasonably deems appropriate.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Buyer which, if successful, might result in an obligation of the Indemnitors to pay Indemnifiable Damages and which can be remedied to the reasonable satisfaction of the Buyer by the payment of money damages without further adverse consequence to the Buyer, the Indemnitors, at the sole expense of the Indemnitors, may assume the primary defense thereof with counsel reasonably acceptable to the Buyer, but only if and so long as: (a) the Indemnitors diligently pursue the defense of such claim; and (b) the Indemnitors acknowledge to the Buyer in writing that the claim, if resolved or settled with an acknowledgement that the Indemnitors have an indemnification claim hereunder, is one for which the Indemnitors are obligated to indemnify the Buyer hereunder. Except with the prior written consent of the Buyer, which shall not be unreasonably withheld, the Indemnitors shall not consent to entry of any judgment, or enter into any settlement, that provides for injunctive or other nonmonetary relief affecting the Buyer or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Buyer of a release from all liability with respect to such claim or litigation. If the Indemnitors fail or are unable to so elect to assume the primary defense of any such claim, the Buyer may (but need not) do so, in which event the Buyer may defend, settle or compromise the claim, at the expense and cost of the Indemnitors, in any such manner as the Buyer reasonably deems appropriate; provided, that, except with the prior written consent of the Indemnitors, which shall not be unreasonably withheld, the Buyer shall not consent to entry of any judgment, or enter into any settlement, that provides for injunctive or other nonmonetary relief affecting either of the Indemnitors or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnitors of a release from all liability with respect to such claim or litigation.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Buyer which, if successful, might result in an obligation of the Seller to pay Indemnifiable Damages and which can be remedied to the sole satisfaction of the Buyer by the payment of money damages without further adverse consequence to the Buyer, the Seller, at the sole expense of the Seller, may assume the primary defense thereof with counsel reasonably acceptable to the Buyer, but only if and so long as: (i) the Seller diligently pursue the defense of such claim; and (ii) the Seller acknowledges to the Buyer in writing that the claim, if resolved or settled adversely to the Buyer, is one for which the Seller is obligated to indemnify the Buyer hereunder. If the Seller fails or is unable to so elect to assume the primary defense of any such claim, the Buyer may (but need not) do so, in which event the Buyer may defend, settle or compromise the claim, at the expense and cost of the Seller, in any such manner as the Buyer reasonably deems appropriate.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Parent in connection with which Parent intends to seek Indemnifiable Damages, the Representative, at the sole expense of the Company Stockholders, may assume the primary defense thereof with counsel reasonably acceptable to the Parent, but only if and so long as: (i) the Representative diligently pursues the defense of such claim; and (ii) the Representative acknowledges to the Parent in writing that the claim, if resolved or settled adversely to the Parent, is one for which the Company Stockholders are obligated to indemnify the Parent hereunder. If the Representative fails or refuses to so elect to assume the primary defense of any such claim, the Parent may (but need not) do so, in which event the Parent may defend, settle or compromise the claim, at the expense and cost of the Company Stockholders, in any such 73 manner as the Parent reasonably deems appropriate. The Parent shall notify the Representative in writing of such a claim within ten (10) business days of the receipt thereof, but the right to recover Indemnifiable Damages shall not be affected by the failure to provide such notice within such timeframe except to the extent the Company Stockholders shall be prejudiced thereby.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Indemnitees which, if successful, might result in an obligation of the Shareholders to pay Indemnifiable Damages, Buyer will promptly notify the Shareholders of the existence of the claim and will give the Shareholders the first right and opportunity to defend the claim at its own expense and with counsel of its own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If, within a reasonable time after this notice, the Shareholders fail to defend, Buyer will have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf and at the risk of the Shareholders. If the claim is one that cannot by its nature be defended solely by the Shareholders (including any federal or state tax proceeding), Buyer will make available all information and assistance that the Shareholders may reasonably request.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Indemnitees which, if successful, might result in an obligation of the Seller to pay Indemnifiable Damages, Buyer will promptly notify Seller of the existence of the claim and will give Seller a reasonable opportunity to defend the claim at its own expense and with counsel of its own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own defense. If, within a reasonable time after this notice, Seller fails to defend, Buyer will have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf and at the risk of Seller. If the claim is one that cannot by its nature be defended solely by Seller (including any federal or state tax proceeding), Buyer will make available all information and assistance that Seller may reasonably request.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Buyer which, if successful, might result in an obligation of the Indemnitors to pay Indemnifiable Damages and which can be remedied to the sole satisfaction of the Buyer by the payment of money damages without further adverse consequence to the Buyer, the Indemnitors, at the sole expense of the Indemnitors, may assume the primary defense thereof with counsel reasonably acceptable to the Buyer, but only if and so long as: (i) the Indemnitors diligently pursue the defense of such claim; and (ii) the Indemnitors acknowledge to the Buyer in writing that the claim, if resolved or settled adversely to the Buyer, is one for which the Indemnitors are obligated to indemnify the Buyer hereunder. If the Indemnitors fail or are unable to so elect to assume the primary defense of any such claim, the Buyer may (but need not) do so; in which event the Buyer may defend, settle or compromise the claim, at the expense and cost of the Indemnitors, in any such manner as the Buyer reasonably deems appropriate. 8.6
Participation in Defense of Third Party Claims. In the event of a Third Party Claim against any Purchaser Indemnitee for which an Indemnification Claim has been made, the Sellers may, at their option, participate in the defense of the Purchaser Indemnitee against the claims giving rise to such Third Party Claim (including through the employment of its choice of counsel, who shall be reasonably satisfactory to such Purchaser Indemnitee, it being understood that the Sellers shall be responsible for the payment of the fees, charges and disbursements of such counsel); provided that (i) such participation shall not limit the Purchaser Indemnitees’ control of such Third Party Claim and (ii) the Sellers and their counsel shall cooperate with the Purchaser Indemnitees and their counsel in connection with such Third Party Claim. The applicable Purchaser Indemnitee(s) shall have the right to undertake, conduct and control, through counsel of its own choosing and at its own expense (without prejudice to its right to recover all Damages in accordance with this Article IX), the defense of any Third Party Claim. Notwithstanding anything to the contrary, in the event of any Third Party Claim in respect of Taxes against the Sellers or their respective Affiliates that could reasonably be expected to adversely affect the Sellers’ Business, the Purchased Assets or the Purchasers or their respective Affiliates (a “Specified Third Party Tax Claim”), the Sellers shall keep the Purchasers timely and reasonably apprised of the status of such Specified Third Party Tax Claim.
Participation in Defense of Third Party Claims. If any third party shall assert any claim against the Indemnitee which, if successful, might result in an obligation of the Controlling Shareholders to pay Indemnifiable Damages and which can be remedied to the sole satisfaction of the Indemnitee by the payment of money damages without further adverse consequence to the Indemnitee, the Agents, on behalf of the Controlling Shareholders, at the sole expense of the Controlling Shareholders, may assume the primary defense thereof with counsel reasonably acceptable to the Indemnitee, but only if and so long as: (i) the Agents diligently pursue the defense of such claim; and (ii) the Agents acknowledge to the Indemnitee in writing that the claim, if resolved or settled adversely to the Indemnitee, is one for which the Controlling Shareholders are obligated to indemnify the Indemnitee hereunder. If the Agents fail or is unable so to elect to assume the primary defense of any such claim, the Indemnitee may (but need not) do so; in which event the Indemnitee may defend, settle or compromise the claim, at the expense and cost of the Controlling Shareholders, in any such manner as the Indemnitee reasonably deems appropriate. Notwithstanding the foregoing, if any claim, assessment, deficiency proceeding or other action regarding Taxes arises and if such Tax matter relates to, involves or potentially affects the Company's Tax obligations for any Tax period after the Closing Date, the defense of such claim shall be controlled jointly by the Controlling Shareholders and the Indemnitee and each party shall reasonably cooperate with the other.
