Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. Pandesic will assume the -------------------------------- defense of any Loss covered by Section 14(a) ("Indemnification by Pandesic: General") that is a claim by a third party against DIGEX. The DIGEX Indemnified Person shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense or other opposition of any Loss through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. The DIGEX Indemnified Person shall, at Pandesic's expense, (i) at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to Pandesic upon request, and (ii) not compromise or settle such Loss without the prior written consent of Pandesic. If Pandesic proposes to settle or compromise any Loss, Pandesic shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the DIGEX Indemnified Person within a reasonable time prior to effecting such settlement or compromise. Notwithstanding anything contained herein to the contrary, the DIGEX Indemnified Person shall have the right to object to the settlement or compromise of any such Loss whereupon (i) the DIGEX Indemnified Person will assume the defense or other opposition of any such Loss and

Procedure for Third Party Claims. Pandesic DIGEX will assume the defense -------------------------------- defense of any Loss covered by Section 14(a15(a) ("Indemnification by PandesicDIGEX: General") that is a claim by a third party against DIGEXPandesic. The DIGEX Pandesic Indemnified Person shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense or other opposition of any Loss through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. The DIGEX Pandesic Indemnified Person shall, at PandesicDIGEX's expense, (i) at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to Pandesic DIGEX upon request, and (ii) not compromise or settle such Loss without the prior written consent of PandesicDIGEX. If Pandesic DIGEX proposes to settle or compromise any Loss, Pandesic DIGEX shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the DIGEX Pandesic Indemnified Person within a reasonable time prior to effecting such settlement or compromise. Notwithstanding anything contained herein to the contrary, the DIGEX Pandesic Indemnified Person shall have the right to object to the settlement or compromise of any such Loss whereupon (i) the DIGEX Pandesic Indemnified Person will assume the defense or other opposition of any such Loss andand (ii) DIGEX shall be released from any and all liability with respect to any such Loss to the extent that such liability exceeds the liability which DIGEX would have had in respect of such a settlement or compromise.