Common use of Claims by Third Parties Clause in Contracts

Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement (A) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 10 days after receipt of notice of the claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article 8.

Claims by Third Parties. With respect to claims made by third parties, the Indemnifying indemnifying Party shall will be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, however that:. (i) the 8.4.1 The Indemnified Party shall will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying 8.4.2 No indemnifying Party shall may consent to the entry of any judgment or enter into any settlement (Ai) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, claim or (Bii) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if 8.4.3 If the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 10 five (5) days after receipt of notice of the claim, the Indemnified Party shall will have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article 8Section 9; provided, however, that the Indemnified Party will not be entitled to consent to the entry of any judgment or enter into any settlement of such claim (1) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party a release from all liability with respect to such claim without the prior written consent of the Indemnifying Party; or (ii) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnifying Party.

Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement (A) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 10 ten (10) business days after receipt of written notice of the claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article Section 8.

Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that: : (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel counsel, in each case at its or his own expense expense, to assist in the handling of such claim; ; (ii) no the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement (A) that does not include as an unconditional term thereof without the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or (B) if, pursuant to or as a result of such written consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party, unless (A) the judgment or proposed settlement involves only the payment of money damages and does not impose any injunctive or other relief on the Indemnified Party and (B) there is no admission or finding of any breach or default, any violation of law or any other wrongdoing against the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 10 days promptly after receipt of notice of the claim, the Indemnified Party shall will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party and with the assistance of counsel reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party from time to time therefore in accordance with this Article 8Section 6; provided that the Indemnified Party will not be entitled to consent to the entry of any judgment or enter into any settlement without the written consent of the Indemnifying Party, which shall not be unreasonably withheld; and (iv) in connection with such indemnification, the Indemnified Party will cooperate in all reasonable requests of the Indemnifying Party.

Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party Party, upon acknowledgment of its liability for the claim, shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party (A) that if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or (B) ifif such judgment or settlement would result in the finding or admission of any wrongdoing or violation of Law, pursuant to or (C) if as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with or adversely affect the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 10 ten days after receipt of notice of the claim or, if having taken over such defense does not in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying PartyParty pursuant to the terms of this Agreement. The Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party shall make in good faith with respect to such claim, and the Indemnifying Party will shall promptly reimburse the Indemnified Party therefore in accordance with this Article 8VIII.