Common use of Third Party Procedures Clause in Contracts

Third Party Procedures. In the case of any Claim (other than a ----------------------- Claim by an indemnified party for a breach of representation or warranty with respect to ownership/title as set forth in Sections 3.3, 3.9 or 4.1), the ------------ --- --- indemnified party may defend, settle or otherwise compromise, or pay a Claim unless it shall have received notice (within thirty (30) days of the indemnifying party's receipt of the notice of such Claim from the indemnified party) from the indemnifying party that the indemnifying party either disputes that it has indemnification responsibility relating to such Claim or it intends, at its sole cost and expense, to assume the defense of any such matter, in which latter case the indemnified party shall have the right, at no 50 cost or expense to the indemnifying party, to participate in such defense; provided, that, any legal counsel selected by the indemnifying party pursuant to this Section 9.3(b) shall be reasonably satisfactory to the ------------- indemnified party; and provided, further, that the indemnifying party shall not, in the defense of such Claim, consent to the entry of any judgment or enter into any settlement, except with the written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), which provides for anything other than money damages or other money payments or which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such Claim. If the indemnifying party does not assume the defense of a Claim or dispute that it has indemnification responsibility with respect to such Claim within the time period specified above, the indemnifying party shall pay all costs of each indemnified party arising out of the defense until the defense is assumed. The indemnified party shall take all appropriate action to permit and authorize the indemnifying party fully to participate, to the extent provided above, in the defense of any such Claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense. If the indemnifying party does not assume the defense, the indemnified party shall keep the indemnifying party reasonably apprised as to the status of the defense. If the Claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Third Party Procedures. In the case of any Claim (other than a ----------------------- Claim by an ---------------------- indemnified party for a breach of representation or warranty with respect to ownership/title as set forth in Sections 3.3, 3.9 or 4.1), the ------------ --- --- indemnified party may defend, settle or otherwise compromise, or pay a Claim unless it shall have received notice (within thirty (30) days of the indemnifying party's receipt of the notice of such Claim from the indemnified party) from the indemnifying party that the indemnifying party either disputes that it has indemnification responsibility relating to such Claim or it intends, at its sole cost and expense, to assume the defense of any such matter, in which latter case the indemnified party shall have the right, at no 50 cost or expense to the indemnifying party, to participate in such defense; provided, that, any legal counsel selected by the indemnifying party pursuant to this Section 9.3(b) shall be reasonably satisfactory to the ------------- -------------- indemnified party; and provided, further, that the indemnifying party shall not, in the defense of such Claim, consent to the entry of any judgment or enter into any settlement, except with the written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), which provides for anything other than money damages or other money payments or which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such Claim. If the indemnifying party does not assume the defense of a Claim or dispute that it has indemnification responsibility with respect to such Claim within the time period specified above, the indemnifying party shall pay all costs of each indemnified party arising out of the defense until the defense is assumed. The indemnified party shall take all appropriate action to permit and authorize the indemnifying party fully to participate, to the extent provided above, in the defense of any such Claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense. If the indemnifying party does not assume the defense, the indemnified party shall keep the indemnifying party reasonably apprised as to the status of the defense. If the Claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Third Party Procedures. In (1) The Indemnified Party, promptly upon receipt of notice of the case commencement of any Claim (other than action by a ----------------------- Claim by an indemnified third party for a breach against the Indemnified Party in respect of representation or warranty with respect to ownership/title as set forth which Indemnification may be sought hereunder, shall notify the Indemnifying Party in Sections 3.3, 3.9 or 4.1)writing of the commencement thereof. Upon receipt of notice of the commencement of any such action, the ------------ --- --- indemnified party may defend, settle or otherwise compromise, or pay a Claim unless it Indemnifying Party shall have received notice (within thirty (30) days assume control of the indemnifying partydefense, compromise or settlement thereof (with counsel reasonably satisfactory to the Indemnified Party) at the Indemnifying Party's receipt expense. Nothing herein shall be construed so as to give any insurance carrier a right of subrogation for claims paid except as such right would otherwise exist in the notice absence of such Claim from the indemnified partythis Section. Further, nothing herein shall be construed to create any rights enforceable by any person not a party to this Agreement. (2) from the indemnifying party that the indemnifying party either disputes that it has indemnification responsibility relating The Indemnified Party shall be entitled to such Claim or it intends, at its sole cost and expense, to assume participate in the defense of any such matteraction and to be represented by counsel of its own selection at the expense of the Indemnified Party. If the attorneys provided for the defense of the Indemnified Party by the Indemnifying Party withdraw from or are removed by court order from the Indemnified Party's representation, in which latter case then the indemnified party shall have the right, at no 50 cost or expense to the indemnifying party, to participate in such defense; provided, that, any legal of counsel selected by the indemnifying party pursuant to this Section 9.3(b) Indemnified Party shall be reasonably satisfactory part of its Loss, and the Indemnified Party shall have the right in all respects to conduct its own defense. If the ------------- indemnified party; Indemnified Party otherwise retains its own counsel, the cost thereof shall be borne by the Indemnified Party. (3) As to cases in which the Indemnifying Party has assumed and providedis providing the defense for the Indemnified Party, further, that the indemnifying party control of such defense and the right to reach settlement in such action shall not, be vested in the defense Indemnifying Party. Except with the written consent of such Claimthe Indemnified Party (which consent shall not be unreasonably withheld), no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement, except with the written consent in respect of the indemnified any third party (which consent shall not be unreasonably withheld or delayed), claim which provides for anything other than money damages or other money payments for which the Indemnified Party is entitled to indemnification hereunder (subject to the limitations specified in this Section 6.2c) or which does not include as an unconditional a term thereof the giving by the claimant or the plaintiff to the indemnified party Indemnified Party of a release from all liability in respect of such Claimthird party claim. If the indemnifying Indemnified Party, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), consents to the entry of any judgment or enters into any settlement with respect to a third party does claim which is being defended by the Indemnifying Party, the Indemnifying Party shall be discharged from any such liability. As to any action, the party which is controlling such action shall provide to the other party reasonable information (including reasonable advance notice of all proceedings in respect thereto) regarding the conduct of the action and the right to attend all proceedings and depositions in respect thereto through its agents and attorneys, and the right to discuss the action with counsel for the party controlling such action. (4) If within 30 days after receipt by the Indemnifying Party of notice from the Indemnified Party as to the commencement of any action in respect of which Indemnification is sought hereunder, the Indemnifying Party has not assume notified the Indemnified Party that the Indemnifying Party assumes the defense of a Claim such action or dispute that it has indemnification responsibility not actually assumed such defense, then the Indemnified Party shall have the right to defend such action and to proceed immediately against the Indemnifying Party to enforce all Indemnification rights hereunder (including but not limited to the costs of defense). The Indemnification obligations of the Indemnifying Party with respect to such Claim within the time period specified aboveaction shall, the indemnifying party shall pay all costs of each indemnified party arising out however, in no way be diminished by virtue of the defense until exercise by the defense is assumed. The indemnified party Indemnified Party of its rights under this Section, and the fact that the Indemnified Party shall take all appropriate have defended, settled or compromised such action pursuant to permit and authorize the indemnifying party fully to participate, to the extent provided aboveSection 6.2f(1) shall not, in the defense of any such Claim. The indemnifying party shall keep the indemnified party fully apprised at all times as circumstances, be deemed to the status constitute any waiver, release or exoneration of the defense. If the indemnifying party does not assume the defenseIndemnifying Party from its indemnification obligations, the indemnified party shall keep the indemnifying party reasonably apprised as to the status regardless of the defense. If the Claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available outcome of such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyaction.