Common use of Sellers' Right to Defend Clause in Contracts

Sellers' Right to Defend. Buyer will promptly notify Sellers of the existence of any claim, demand or other matter to which Sellers' indemnification obligations would apply and will give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If Sellers, within a reasonable time after this notice, 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 mater on behalf, for the account, and at the risk, of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers (including any federal or state tax proceeding), Buyer will make available all information and assistance that Sellers may reasonably request.

Sellers' Right to Defend. Buyer will promptly notify Sellers Seller of the existence of any claim, demand demand, or other matter to which Sellers' Seller's indemnification obligations would apply apply, and will give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If SellersIf, within a reasonable time after this notice, fail Seller fails to defend, Buyer will have the right, but not the obligation obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other mater matter on behalf, for the account, behalf and at the risk, risk of SellersSeller. If the claim is one that cannot by its nature be defended solely by Sellers Seller (including any federal or state tax proceeding), Buyer buyer will make available all information and assistance that Sellers Seller may reasonably request.

Sellers' Right to Defend. Buyer will shall promptly notify Sellers Seller of the existence of any claim, demand demand, or other matter to which Sellers' Seller's indemnification obligations would apply apply, and will give them Seller a reasonable opportunity to defend the same at their Seller's own expense and with counsel of their Seller's own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If SellersIf, within a reasonable time after this notice, fail Seller falls to defend, Buyer will have the right, but not the obligation obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other mater matter on behalf, for the account, behalf and at the risk, risk of SellersSeller. If the claim is one that cannot by its nature be defended solely by Sellers Seller (including any federal or state tax proceeding), Buyer will make available all information and assistance that Sellers Seller may reasonably request.

Sellers' Right to Defend. Buyer will promptly notify Sellers of the existence of any claim, demand or other matter to which Sellers' indemnification obligations obligation would apply and will give them Sellers a reasonable opportunity to defend the same at their Sellers' own expense and with counsel of their Sellers' own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its Buyer's own expense. If Sellers, within a reasonable time after this notice, fail fails to defend, Buyer will have the right, but not the obligation obligation, to undertake the defense of, of and to compromise or settle (exercising reasonable business judgment), the claim or other mater matter on behalf, behalf of or for the account, account and at the risk, risk of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers (including any federal or state tax proceedingTax proceedings), Buyer will make available and cause LLC to make available all information and assistance that Sellers may reasonably request.