Participate in Defense. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control) the defense of any Third-Party Claim that the other is defending as provided in this Agreement at its own expense, except that, in the event the Indemnifying Party is controlling the defense of any Third-Party Claim, if either (i) the Indemnified Party has been advised by counsel that there are one or more legal defenses available to such party that are different from or additional to those available to the other party and it is necessary for such party to employ separate counsel in order to effectively assert such defense or defenses or (ii) the Purchaser (or one of its Affiliates) is the Indemnified Party and has been named as a defendant in a Third-Party Claim that is a Merger Related Claim or that otherwise seeks any injunctive or equitable relief against the Indemnified Party or any of its Affiliates, then the Indemnifying Party shall be liable for reasonable fees and expenses paid or incurred by the Indemnified Party in connection therewith.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (American Greetings Corp), Series a Preferred Stock Purchase Agreement (American Greetings Corp)