Common use of Condition to Obligations Clause in Contracts

Condition to Obligations. The indemnification obligations herein are contingent upon (i) the indemnified Party giving prompt written notice to the indemnifying Party of any such claim, (ii) the indemnified Party allowing the indemnifying Party to control the defense and settlement of any such claim, and (iii) the indemnified Party fully assisting, at the indemnifying Party's expense, in the defense; provided, however, that without relieving the indemnifying Party of its obligations hereunder or impairing the indemnifying Party's right to control the defense or settlement thereof, the indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of the indemnified Party unless (a) the employment of counsel by the indemnified Party has been authorized in writing by the indemnifying Party, (b) the indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the indemnified Party and the indemnifying Party in the conduct of the defense of such claim (in which case such conflicted indemnifying Party shall not have the right to control the defense or settlement of such claim on behalf of the indemnified Party) or (c) the indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying Party.

Condition to Obligations. The indemnification obligations herein are contingent upon (i) the indemnified Party ("INDEMNIFIED PARTY") giving prompt written notice to the indemnifying Party Indemnifying Party(s) ("INDEMNIFYING PARTY") of any such claim, (ii) the indemnified Indemnified Party allowing the indemnifying Party Indemnifying Party(s) to control the defense and settlement of any such claim, and (iii) the indemnified Indemnified Party fully assisting, at the indemnifying Indemnifying Party's (or Parties') expense, in the defense; providedPROVIDED, howeverHOWEVER, that without relieving the indemnifying Indemnifying Party of its obligations hereunder or impairing the indemnifying Indemnifying Party's right to control the defense or settlement thereof, the indemnified Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of the indemnified such Indemnified Party unless (a) the employment of counsel by the indemnified such Indemnified Party has been authorized in writing by the indemnifying Indemnifying Party, (b) the indemnified Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the indemnified Indemnifying Party and the indemnifying such Indemnified Party in the conduct of the defense of such claim (in which case such conflicted indemnifying the Indemnifying Party shall not have the right to control the defense or settlement of such claim on behalf of the indemnified such Indemnified Party) or (c) the indemnifying Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying Indemnifying Party.

Condition to Obligations. The indemnification obligations herein are ------------------------ contingent upon (i) the indemnified Party giving prompt written notice to the indemnifying Party Party(s) of any such claim, (ii) the indemnified Party allowing the indemnifying Party Party(s) to control the defense and settlement of any such claim, and (iii) the indemnified Party fully assisting, at the indemnifying Party's (or Parties') expense, in the defense; provided, however, that without relieving the indemnifying Party Party(s) of its (or their) obligations hereunder or impairing the indemnifying Party's Party's(s') right to control the defense or settlement thereof, the indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of the indemnified Party unless (a) the employment of counsel by the indemnified Party has been authorized in writing by the indemnifying PartyParty(s), (b) the indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the indemnified Party and the indemnifying Party Party(s) in the conduct of the defense of such claim (in which case such conflicted indemnifying Party Party(s) shall not have the right to control the defense or settlement of such claim on behalf of the indemnified Party) or (c) the indemnifying Party Party(s) shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying PartyParty(s).

Condition to Obligations. The indemnification ------------------------ obligations herein are contingent upon (i) the indemnified Party ("Indemnified Party") giving prompt written notice to the indemnifying Party Indemnifying Party(s) ("Indemnifying Party") of any such claim, (ii) the indemnified Indemnified Party allowing the indemnifying Party Indemnifying Party(s) to control the defense and settlement of any such claim, and (iii) the indemnified Indemnified Party fully assisting, at the indemnifying Indemnifying Party's (or Parties') expense, in the defense; provided, however, that without relieving the indemnifying -------- ------- Indemnifying Party of its obligations hereunder or impairing the indemnifying Indemnifying Party's right to control the defense or settlement thereof, the indemnified Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of the indemnified such Indemnified Party unless (a) the employment of counsel by the indemnified such Indemnified Party has been authorized in writing by the indemnifying Indemnifying Party, (b) the indemnified Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the indemnified Indemnifying Party and the indemnifying such Indemnified Party in the conduct of the defense of such claim (in which case such conflicted indemnifying the Indemnifying Party shall not have the right to control the defense or settlement of such claim on behalf of the indemnified such Indemnified Party) or (c) the indemnifying Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying Indemnifying Party.