Common use of CONDITIONAL DEFENSE AND/OR INDEMNIFICATION Clause in Contracts

CONDITIONAL DEFENSE AND/OR INDEMNIFICATION. In agreeing to defend and/or indemnify each other, DEALER and DISTRIBUTOR may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either DEALER or DISTRIBUTOR to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

CONDITIONAL DEFENSE AND/OR INDEMNIFICATION. In agreeing to defend and/or indemnify each other, DEALER Dealer and DISTRIBUTOR MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either DEALER Dealer or DISTRIBUTOR MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.