Opportunity to Defend Third Party Claims Sample Clauses

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.
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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. (a) Any Indemnifying Party will have the right to defend the Indemnified Party against any third party claim for which it is entitled to indemnification from such Indemnifying Party under this Article 9 with counsel reasonably satisfactory to the Indemnified Party so long as (i) any of the Indemnifying Parties notifies the Indemnified Party in writing within twenty (20) days after the Indemnified Party has given notice of the third party claim that all of the Indemnifying Parties will indemnify the Indemnified Party from and against the entirety of Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the third party claim, (ii) the Indemnifying Parties provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Parties will have the financial resources to defend against the third party claim and fulfill their indemnification obligations hereunder, (iii) the third party claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the third party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Parties diligently conduct the defense of the third party claim.
Opportunity to Defend Third Party Claims. (i) If the Indemnifying Party elects to compromise or defend an Asserted Liability that relates to a claim or demand from a third party (including without limitation a Governmental Authority) for which the Indemnifying Party is or may be obligated to pay amounts for indemnification under this Agreement (a "THIRD PARTY CLAIM"), it shall notify within 30 days following its receipt of the applicable Claims Notice the Indemnified Party of its intent to do so, and the Indemnified Party, at the expense of the Indemnifying Party, shall cooperate in the compromise of, or defense against, such Asserted Liability. During such 30 day period, the Indemnified Party (at the Indemnifying Party's expense) shall make such filings, including motions for continuance (and answers if a motion for continuance has not been granted), as may be necessary to preserve the parties' positions and rights with respect to such claim or demand.
Opportunity to Defend Third Party Claims. (i) If the Claims Notice pertains to an Asserted Liability that relates to a claim or demand from a third party, the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, such Asserted Liability; PROVIDED, that if the Indemnifying Party is a Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Asserted Liability that is asserted directly or indirectly by or on behalf of a Person that is a current or prospective supplier or franchisee of Triarc or any of its Subsidiaries if in the reasonable judgment of the Indemnified Party (which may be asserted at any time) the Indemnifying Party's defense of such Asserted Liability could reasonably be expected to have a material adverse effect on the Indemnified Party's existing or prospective relationship with such current or prospective supplier or franchisee.
Opportunity to Defend Third Party Claims. (i) If the Claims Notice pertains to an Asserted Liability that relates to a claim or demand from a third party, the Indemnifying Party may elect to compromise, negotiate or defend, at its own expense and by its own counsel, such Asserted Liability; provided, that the Indemnifying Party shall not have the right to defend or direct the defense of any such Asserted Liability that is asserted directly or indirectly by or on behalf of a Person that is a current or prospective customer or supplier of the Parent, the Surviving Corporation or any of their Subsidiaries.
Opportunity to Defend Third Party Claims. Except as set forth in Section 12.5 with respect to Tax Matters, in the event that any claim by a third party against an Indemnitee for which indemnification and reimbursement, as applicable, is sought by an Indemnitee, the Indemnifying Party has the right, exercisable by written notice to the Indemnitee, within ten (10) Business Days of receipt of a Claims Notice from the Indemnitee to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 11.7(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 11.7(b) and to the extent that such Claim is subject to indemnification and reimbursement under this Agreement, the Indemnitee may continue to defend such claim at the sole cost of the Indemnifying Party (subject to the limitations set forth in this Article XI) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. Notwithstanding the foregoing, regardless of which party controls the defense of a claim, such party shall have an obligation to keep the other party informed as to the progress and status of such claim and to provide such other party with such information about the claim as it shall reasonably request.
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Opportunity to Defend Third Party Claims. (i) If the Claims Notice pertains to an Asserted Liability that relates to a claim or demand from a third party (a “Third Party Claim”), the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, such Asserted Liability so long as (A) the Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnified Party for any and all Damages relating thereto (subject to the limitations set forth in this Agreement), (B) the claim or demand does not seek to impose on the Indemnified Party any injunctive or other non-monetary relief, (C) the Third Party Claim does not involve any customer of the Indemnified Party from which such Indemnified Party receives five percent (5%) or more of its revenues, or any officer or key employee of the Indemnified Party, and (D) it is reasonably expected that the indemnification payments to be made by the Indemnifying Party in respect of such Third Party Claim, giving effect to the application of the Cap and the Basket, will be at least equal to the Damages suffered by the Indemnified Party as a result of such Third Party Claim.
Opportunity to Defend Third Party Claims. (i) If the Claims Notice pertains to an Asserted Liability that relates to a claim or demand from a third party or if the Asserted Liability relates to a claim or demand from a third party for which the Purchaser is not required to give a Claims Notice under Section 11.6(a), the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, such Asserted Liability; PROVIDED, that the Indemnifying Party shall not have the right to defend or direct the defense of any such Asserted Liability that is asserted directly or indirectly by or on behalf of a Person that is a former, current or prospective Client (or an investor therein).
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 TPC Notice, to select counsel to defend and control the defense of any third party claim set forth in such TPC 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 7.2(c), 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 Persons reasonably determine upon the advice of counsel that representation of all such 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; provided, further, that with respect to any claim as to which the Indemnified Person is controlling the defense, the Company will not be liable to any Indemnified Person for more than one counsel in each applicable jurisdiction (as reasonably required) or for any settlement of any claim that is effected without its prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. If the Company has assumed such defense as provided in this Section 7.2(c), the Company will not be liable for any legal expenses subsequently incurred by any Indemnified Person in connection with the defense of such claim (so long as the Company complies with the terms and conditions set forth in this Section 7.2(c)); provided that that the applicable Indemnified Person(s) may retain separate co-counsel at their sole cost and expense and participate in the defense of the such claim. If the Company does not assume the defense of any third party claim in accordance with this Section 7.2(c), 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.
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