Common use of Conduct of Defense, Participation and Settlement Clause in Contracts

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest), in such Defense (including any Proceeding regarding such Third-Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying Party will keep the Claiming Party reasonably informed of all matters material to such Defense and Third-Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), (D) there will be no compromise or settlement of such Third-Party Claim without the consent of the Claiming Party (which consent will not be unreasonably withheld) and (E) the Indemnifying Party’s election to conduct the Defense of such Third-Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Party Claim hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Third Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest), in such Defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying Party will keep the Claiming Party reasonably informed of all matters material to such Defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld, delayed or conditioned), (D) there will be no compromise or settlement of such Third-Third Party Claim without the consent of the Claiming Party (which consent will not be unreasonably withheld) , delayed or conditioned), and (E) the Indemnifying Party’s election to conduct the Defense of such Third-Third Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Third Party Claim hereunder; provided, however, that the amount of indemnifiable Losses with respect to such Third Party Claim, if any, shall be determined only as provided in this Article 8.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense defense of such Third-Third Party Claim, then (A1) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest)expense, in such Defense defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defensedefense, (B2) the Indemnifying each Party will shall keep the Claiming other Party reasonably informed of all matters material to such Defense defense and Third-Third Party Claim at all stages thereof, (C3) the Claiming Party will shall not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), ) and (D4) there will be no the Indemnifying Party shall not compromise or settlement of settle such Third-Third Party Claim Claim, without the consent of the Claiming Party (which consent will not be unreasonably withheld), if such compromise or settlement (A) provides for (x) relief other than monetary damages or (y) monetary damages if the Indemnifying Party has not acknowledged in writing that it shall be solely responsible for such monetary damages, (B) involves any material limitation on any future operations of the Claiming Party (or any of its Other Indemnified Persons) or (C) does not irrevocably release the Claiming Party (and (Eany applicable Other Indemnified Person) from all Liability regarding such Third Party Claim, other than any monetary Liability being satisfied by the Indemnifying Party hereunder. Notwithstanding the foregoing, if the Claiming Party reasonably believes that a conflict of interest exists in respect of a Third Party Claim or if the defendants in, or targets of, any such action or Proceeding include both the Claiming Party and the Indemnifying Party and the Claiming Party has reasonably concluded upon advice of counsel that there may be legal defenses available to it or to other Indemnified Parties that are different from or additional to those available to the Indemnifying Party’s election , then, in each case, the Claiming Party may retain separate counsel selected by the Claiming Party to conduct represent the Defense Claiming Party in the defense of such Third-Third Party Claim will conclusively establish and the reasonable fees and expenses of the Claiming Party in connection therewith shall be paid by the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Party Claim hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Third Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest), in such Defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying Party will keep the Claiming Party reasonably informed of all matters material to such Defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), (D) there will be no compromise or settlement of such Third-Third Party Claim without the consent of the Claiming Party (which consent will not be unreasonably withheld) and (E) the Indemnifying Party’s election to conduct the Defense of such Third-Third Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Third Party Claim hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Third Party Claim, then (A) the Claiming Party may participateparticipate (including by retaining separate counsel), at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest)expense, in such Defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying each Party will keep the Claiming each other Party reasonably informed of all matters material to such Defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability or other obligation with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), ) and (D) there the Indemnifying Party will be no not compromise or settlement of settle such Third-Third Party Claim Claim, without the consent of the Claiming Party (which consent will not be unreasonably withheld), if such compromise or settlement (x) and (E) the Indemnifying Party’s election to conduct the Defense involves any material limitation on any future operations of such Third-Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect (or any of its Other Indemnified Persons), (y) affects in a manner materially adverse to such Third-the Claiming Party (or any of its Other Indemnified Persons) any other existing Third Party Claim or (z) does not release the Claiming Party (and any applicable Other Indemnified Person) from all Liabilities and other obligations regarding such Third Party Claim, other than any Liability or other obligation being satisfied by the Indemnifying Party hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Third Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (counsel, but not more than one law firm per jurisdiction) , if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a material conflict of interest), in such Defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying Party will keep the Claiming Party reasonably informed of all matters material to such Defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), (D) there will be no compromise or settlement of such Third-Third Party Claim without the consent of the Claiming Party (which consent will not be unreasonably withheld) and (E) the Indemnifying Party’s election to conduct the Defense of such Third-Third Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Third Party Claim hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Third Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest)expense, in such Defense (including any Proceeding regarding such Third-Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying each Party will keep the Claiming other Party reasonably informed of all matters material to such Defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability any obligation with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), ) and (D) there the Indemnifying Party will be no not (and will cause its Other Indemnified Persons not to) admit any obligation with respect to, or compromise or settlement of settle, such Third-Third Party Claim without the Claiming Party’s prior written consent of the Claiming Party (which consent will not be unreasonably withheld), if such compromise or settlement in this clause (2)(D) (x) involves any material limitation on any future operations of the Claiming Party (or any of its Other Indemnified Persons), (y) affects in a manner materially and adverse to the Claiming Party (Eor any of its Other Indemnified Persons) any other existing Third Party Claim of which the Indemnifying Party has Knowledge that reasonably may be expected to be made against such Person or (z) does not release the Claiming Party (and any applicable Other Indemnified Person) from all obligations regarding such Third Party Claim, other than any obligation satisfied by the Indemnifying Party’s election to conduct the Defense of such Third-Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Party Claim hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense defense of such Third-Third Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to there is a conflict of interest between the Indemnifying Party has a conflict and the Claiming Party in the defense of interestsuch Third Party Claim), in such Defense defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defensedefense, (B) the Indemnifying Party will keep the Claiming Party reasonably informed of all matters material to such Defense defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), withheld or delayed) and (D) there will be no compromise or settlement of such Third-Third Party Claim without the consent of the Claiming Party (which consent will not be unreasonably withheld) and (E) the Indemnifying Party’s election to conduct the Defense of such Third-Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Party Claim hereunder.withheld or delayed)

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense of such Third-Third Party Claim, then (A) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest)expense, in such Defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defense, (B) the Indemnifying each Party will keep the Claiming other Party reasonably informed of all matters material to such Defense and Third-Third Party Claim at all stages thereof, (C) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), ) and (D) there the Indemnifying Party will be no not compromise or settlement of settle such Third-Third Party Claim Claim, without the consent of the Claiming Party (which consent will not be unreasonably withheld), if such compromise or settlement (x) and (E) the Indemnifying Party’s election to conduct the Defense involves any material limitation on any future operations of such Third-Party Claim will conclusively establish the Indemnifying Party’s obligation to indemnify the Claiming Party with respect (or any of its Other Indemnified Persons), (y) affects in a manner materially adverse to such Third-the Claiming Party (or any of its Other Indemnified Persons) any other existing Third Party Claim that reasonably may be expected to be made against such Person or (z) does not release the Claiming Party (and any applicable Other Indemnified Person) from all Liability regarding such Third Party Claim, other than any Liability being satisfied by the Indemnifying Party hereunder.

Conduct of Defense, Participation and Settlement. If the Indemnifying Party conducts the Defense defense of such Third-Third Party Claim, then (A1) the Claiming Party may participate, at its own expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Claiming Party’s counsel (but not more than one law firm per jurisdiction) if the Claiming Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest)expense, in such Defense defense (including any Proceeding regarding such Third-Third Party Claim) and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such Defensedefense, (B2) the Indemnifying each Party will keep the Claiming other Party reasonably informed of all matters material to such Defense defense and Third-Third Party Claim at all stages thereof, (C3) the Claiming Party will not (and will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third-Third Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), ) and (D4) there the Indemnifying Party will be no not compromise or settlement of settle such Third-Third Party Claim Claim, without the consent of the Claiming Party (which consent will not be unreasonably withheld), if such compromise or settlement (A) provides for (x) relief other than monetary damages or (y) monetary damages if the Indemnifying Party has not acknowledged in writing that it shall be solely responsible for such monetary damages, (B) involves any material limitation on any future operations of the Claiming Party (or any of its Other Indemnified Persons) or (C) does not irrevocably release the Claiming Party (and (Eany applicable Other Indemnified Person) from all Liability regarding such Third Party Claim, other than any monetary Liability being satisfied by the Indemnifying Party hereunder. Notwithstanding the foregoing, if the Claiming Party reasonably believes that a conflict of interest exists in respect of a Third Party Claim or if the defendants in, or targets of, any such action or proceeding include both the Claiming Party and the Indemnifying Party and the Claiming Party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it or to other Indemnified Parties that are different from or additional to those available to the Indemnifying Party’s election , then, in each case, the Claiming Party shall have the right to conduct retain separate counsel selected by the Defense Claiming Party to represent the Claiming Party in the defense of such Third-Third Party Claim will conclusively establish and the reasonable fees and expenses of the Claiming Party in connection therewith shall be paid by the Indemnifying Party’s obligation to indemnify the Claiming Party with respect to such Third-Party Claim hereunder.