Common use of Control of the Defense Clause in Contracts

Control of the Defense. At its option, the indemnifying Party may assume the defense and handling of any Third Party Claim by giving written notice to the Indemnified Party within [***] ([***]) calendar days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. If the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will as soon as is reasonably possible deliver to the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim.

Control of the Defense. At its option, If (y) both Parties are named as defendants in the indemnifying Party may assume the defense and handling of any Third Party Claim and at least one Party seeks indemnification hereunder, or (z) the Third Party Claim relates to a Product liability claim or a claim for the infringement of Third Party intellectual property by giving written notice to the Indemnified Party a Product, then, within [***] (after receipt of such notice, the Parties will use good faith efforts to mutually agree on which Party will assume control of the defense of such Third Party Claim. Unless covered by the above, if a Party is named as a defendant in the Third Party Claim and seeks indemnification hereunder, then, within [***]) calendar days ] after receipt of such notice, the indemnifying Party’s receipt Party may, upon written notice thereof to and prior written approval of an Indemnification Claim Notice. The assumption and handling the Indemnitee, assume control of the defense of a the Third Party Claim by Claim. If the Indemnitee does not provide its written approval for the indemnifying Party shall not be construed as an acknowledgment that to assume control of the defense of such Third Party Claim, then the indemnifying Party is liable will be relieved of any obligation under this Agreement to indemnify and defend the Indemnified Indemnitee for such Third Party Claim, unless both Parties agree in respect good faith after the final and binding decision of the court or other authority ruling upon such defense of the Third Party Claim, nor shall it constitute a waiver that such defense was duly conducted by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitee. If the indemnifying Party assumes receives written approval from the Indemnitee to assume control of the defense of a Third Party Claimbut does not assume such control, then the Indemnified Party will as soon as is reasonably possible deliver to Indemnitee shall control such defense and, at the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement conclusion of the Third Party Claim, will be entitled to recover from the other Party its defense costs, any damages awarded against such Indemnitee from such Third Party Claim, or any settlements made in accordance with 10.3(c) from such Third Party Claim.