Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 9 contracts
Samples: Stock Purchase Agreement (Optimumcare Corp /De/), Asset Purchase Agreement (Arbitron Inc), Asset Purchase Agreement (Optical Sensors Inc)
Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall will be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Global Epoint Inc), Asset Purchase Agreement (Department 56 Inc), Agreement and Plan of Merger (Entreport Corp)
Claims by Third Parties. With respect to claims made by third parties, if the Indemnifying Party shall admits to the Indemnified Party and agrees in writing that it will be obligated under the terms of its indemnity hereunder in connection with such claim, the Indemnifying Party will be entitled to assume control of the defense of such action or claim claim, at its sole expense, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 4 contracts
Samples: Agreement of Purchase and Sale (American Medical Systems Holdings Inc), Agreement of Purchase and Sale (American Medical Systems Holdings Inc), Agreement of Purchase and Sale (Endocare Inc)
Claims by Third Parties. With respect to any claims made by described in Section 5.4(a) involving a third partiesparty, the Indemnifying Party shall be entitled to assume control of the defense and settlement of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ev3 Inc.), Asset Purchase Agreement (Ev3 Inc.)
Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; , provided, however, that:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Mocon Inc), Asset Purchase Agreement (Healthplan Services Corp)
Claims by Third Parties. With respect to claims made by third parties, the Indemnifying indemnifying Party shall will be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, however that:.
Appears in 1 contract
Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party Party, upon acknowledgment of its liability for the claim, shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, howeverPROVIDED, that:
Appears in 1 contract
Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall will be entitled entitled, but not required, to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (PivX Solutions, Inc.)
Claims by Third Parties. With respect to claims made by third parties, ----------------------- the Indemnifying Party shall be entitled to assume control of the defense of such action or claim at the expense of the Indemnifying Party with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 1 contract
Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party Party, upon acknowledgment of its liability for the claim, shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Engineering Animation Inc)
