Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. In the event that any claim shall be asserted by any party against any Section 10 Indemnitee which, if sustained, would result in a Section 10 Deficiency, such Section 10 Indemnitee, within a reasonable time after learning of such claim, shall notify DVL of such claim, and if such Section 10 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 10 Indemnitee shall extend to DVL a reasonable opportunity to defend against such claim, at DVL's sole expense and through legal counsel reasonably acceptable to such Section 10 Indemnitee, provided that DVL proceeds in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 10, but shall give Buyer and DVL the right to offset against any indemnity payments made by them hereunder the actual damages caused to them as a result of such failure. Such Section 10 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by DVL with legal counsel of such Section 10 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 10 Deficiency may be made by DVL without the prior written consent of such Section 10 Indemnitee unless (A) prior to such settlement or compromise DVL acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 10 Indemnitee is furnished with reasonably satisfactory evidence and security that DVL will in fact pay such amount and expenses.

Procedures for Third Party Claims. In the event that any claim shall be asserted by any party against any Section 10 9 Indemnitee which, if sustained, would result in a Section 10 9 Deficiency, such Section 10 9 Indemnitee, within a reasonable time after learning of such claim, shall notify DVL SSC of such claim, and if such Section 10 9 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 10 9 Indemnitee shall extend to DVL SSC a reasonable opportunity to defend against such claim, at DVLSSC's sole expense and through legal counsel reasonably acceptable to such Section 10 9 Indemnitee, provided that DVL SSC proceeds in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 109, but shall give Buyer and DVL SSC the right to offset against any indemnity payments made by them it hereunder the actual damages caused to them it as a result of such failure. Such Section 10 9 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by DVL SSC with legal counsel of such Section 10 9 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 10 9 Deficiency may be made by DVL SSC without the prior written consent of such Section 10 9 Indemnitee unless (A) prior to such settlement or compromise DVL SSC acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 10 9 Indemnitee is furnished with reasonably satisfactory evidence and security that DVL SSC will in fact pay such amount and expenses.

Procedures for Third Party Claims. In the event that any If a claim shall be asserted by any a third party is made against any Section 10 Indemnitee which, if sustained, would result in a Section 10 Deficiency, such Section 10 IndemniteeBuyer or its Indemnitees, within the survival period set forth in Section 9.04 below, arising out of a reasonable time after learning matter for which Buyer or any of its Indemnitees, as the case may be, is entitled to be indemnified pursuant to Section 9.01 (a “Third Party Claim”), Buyer shall promptly notify Seller in writing of such claim. The failure to notify promptly Seller hereunder shall not relieve Seller of its obligations hereunder except to the extent (and only to the extent) that Seller is actually prejudiced (including by losing the opportunity to mitigate damages) by such failure. Seller shall be responsible for the fees and expenses of counsel employed by the Indemnitee; provided that in no event shall Seller be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all Indemnitees in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. Seller shall be entitled to participate in the defense of a Third Party Claim, through counsel of its choice, at the expense of Seller; provided that with respect to any Third Party Claim, Buyer shall notify DVL control all proceedings in connection with such Third Party Claim and, without limiting the foregoing, may in its sole discretion, subject to this Section 9.03(a), pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental entity with respect thereto. So long as Seller is participating in the defense of a Third Party Claim in good faith, or if Seller so requests in writing, Buyer shall reasonably cooperate with Seller by providing records and information that are reasonably relevant to such claimThird Party Claim. Buyer shall not settle or compromise any Third Party Claim without the written consent of Seller, and which consent will not be unreasonably withheld or delayed. No such consent will be required (i) if such Section 10 Indemnitee intends Buyer agrees in writing to assert the right to forego all claims for indemnification hereunder from Seller with respect to such claimThird Party Claim, then such Section 10 Indemnitee shall extend or (ii) Buyer reasonably believes itself to DVL a be potentially or actually exposed to Indemnifiable Losses materially in excess of amounts reasonably expected to be received from Seller, or (iii) Buyer reasonably believes itself to be potentially or actually exposed to non-monetary remedies; provided, however, that Buyer uses reasonable opportunity best efforts to defend against such claim, at DVL's sole expense and through legal counsel reasonably acceptable to such Section 10 Indemnitee, provided that DVL proceeds obtain in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 10, but shall give Buyer and DVL the right to offset against any indemnity payments made by them hereunder the actual damages caused to them as a result of such failure. Such Section 10 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by DVL with legal counsel of such Section 10 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 10 Deficiency may be made by DVL without the prior written consent of such Section 10 Indemnitee unless (A) prior to such settlement or compromise DVL acknowledges in writing its obligation a release of Seller with respect to pay in full the amount of the settlement and all associated expenses and (B) such Section 10 Indemnitee is furnished with reasonably satisfactory evidence and security that DVL will in fact pay such amount and expensesThird Party Claims.