Common use of Administration of Third Party Claims Clause in Contracts

Administration of Third Party Claims. The indemnified party ------------------------------------ agrees to cooperate with the indemnifying party in the defense of any third- party claim, lawsuit or action and to make available to each other at the indemnifying party's expense such of the documents, employees and expertise as are necessary in defense of any such action. Each party agrees to notify the other of any third-party claim, suit or action promptly upon learning that same is within the scope of the indemnification set forth herein. If the indemnifying party acknowledges in writing its obligation to indemnify the party seeking indemnification with respect to a third-party claim, lawsuit or action, the indemnifying party shall be entitled to undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the indemnified party. The indemnified party and any party hereto shall have the right to participate in any such defense with advisory counsel of its own choosing at its expense. If the indemnifying party fails to vigorously defend the party seeking indemnification, such party may assume such defense with counsel of its own choosing.