Common use of Conduct of Defense Clause in Contracts

Conduct of Defense. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party and the Indemnifying Party shall have the right subject to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided herein. When the Indemnifying Party conducts and controls the defense, the Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in such defense, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Party.

Conduct of Defense. The An Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen five (5) days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party and the Indemnifying Party shall have the right subject to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided hereinParty. When the Indemnifying Party conducts and controls assumes the defense, the Indemnified Party shall have the right to approve the defense counsel representing and the Indemnifying Indemnified Party will have no liability for any compromise or settlement of any such claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in such defense, which approval shall not be unreasonably withheld or delayed, and in the event full by the Indemnifying Party and such compromise or settlement includes a release of each Indemnified Party from any liabilities arising out of such Third Party Claim. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Indemnified Party cannot agree upon will, at the Indemnifying Party's sole expense, cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel within ten days after of its own choosing. In the Defense Notice is provided, then event that the Indemnifying Party shall propose an alternate fail to give the Defense Notice within the time prescribed by this Section 6.2(b), the Indemnified Party shall have the sole right to conduct such defense counseland the Indemnified Party may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall be subject again promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's approvalrequest for indemnification under this Agreement, which approval shall provided, however, that failure of the Indemnified Party to give the Indemnity Notice will not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which relieve the Indemnifying Party had previously delivered a Defense Notice at from liability hereunder unless solely and to the extent the Indemnifying Party did not otherwise learn of such claim and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and will not in any time upon reasonable notice event relieve the Indemnifying Party from any obligations to the Indemnified PartyParty other than the indemnification obligation provided herein.

Conduct of Defense. The Indemnifying Party After such notice, the indemnifying party shall have be entitled, if it so elects: (x) to take control of the right, upon written notice defense and investigation of such Action; (y) to employ and engage attorneys of its own choice to handle and defend the same (unless the named parties to such Action include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the Indemnified Party indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's expense, to separate counsel of its own choosing); and (z) to compromise or settle such Action, which compromise or settlement shall be made only with the "Defense Notice") written consent of the indemnified party, which consent shall not be unreasonably withheld. If the indemnifying party fails to assume the defense of such Action within fifteen (15) calendar days of its after receipt from the Indemnified Party of the Indemnity Claim Notice, the indemnified party against which such Action has been asserted will (upon delivering notice to conduct and control the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party and the Indemnifying Party shall have the right subject effect to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided herein. When the Indemnifying Party conducts and controls the defense, the Indemnified Party shall indemnifying party) have the right to approve undertake, at the defense counsel representing indemnifying party's expense, the Indemnifying Party in such defense, compromise or settlement of such Action; provided, however, that such Action shall not be compromised or settled without the written consent of the indemnifying party, which approval consent shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Partywithheld.

Conduct of Defense. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within fifteen 20 days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that if: (A) the potential aggregate amount of a Third Party and Claim, together with all other pending claims hereunder, is or is reasonably expected to be $50,000 or more, or (B) such claim seeks injunctive or other equitable relief involving the Indemnifying Indemnified Party, any of its Affiliates or the properties, assets or business of any of them, and/or (C) any insurance carrier for the Indemnified Party or any of its Affiliates requires, as a condition to such Person’s eligibility to recover insurance proceeds on account of any such claim, that such carrier control the defense of any such claim, then, in any such case, the Indemnified Party shall have be entitled to conduct the right subject to defense against such claim, at the terms expense of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided hereinIndemnified Party. When the Indemnifying Party conducts and controls the defense, the Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in such defense, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten 15 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's ’s approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Party.

Conduct of Defense. The An Indemnifying Party shall have the right, upon written notice to the Purchaser Indemnified Party (the "Defense Notice") within fifteen five (5) days of its receipt from the Purchaser Indemnified Party of the Claim Notice, to conduct and control at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Purchaser Indemnified Party and the Indemnifying Party shall have the right subject to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided hereinParty. When the Indemnifying Party conducts and controls assumes the defense, the Purchaser Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in such defense, (which approval shall not be unreasonably withheld or delayed) and the Purchaser Indemnified Party will have no liability for any compromise or settlement of any such claim that is effected without its prior written consent, and unless the sole relief provided is monetary damages that are paid in the event full by the Indemnifying Party and the such compromise or settlement includes a release of each Purchaser Indemnified Party cannot agree upon from any liabilities arising out of such counsel within ten days after Third Party Claim. In the event that the Indemnifying Party does deliver a Defense Notice is and thereby elects to conduct the defense of such Third Party Claim, the Purchaser Indemnified Party will, at the Indemnifying Party's sole expense, cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing; provided, then however that the Indemnifying Party shall propose an alternate defense counselcontrol such defense. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by this Section 7.2(b), which shall be subject again to the Purchaser Indemnified Party's approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the sole right to withdraw from conduct such defense and the defense of any Third Purchaser Indemnified Party Claim with respect to which may pay, compromise or defend such claim or proceeding at the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Party's expense.

Conduct of Defense. The If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within fifteen (15) days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that if (A) such claim seeks injunctive or other equitable relief involving the Indemnified Party and or any of its Affiliates, (B) any insurance carrier for the Indemnified Party or any of its Affiliates requires, as a condition to such Person’s eligibility to recover insurance proceeds on account of any such claim, that such carrier control the defense of any such claim, or (C) the Indemnifying Party notifies the Indemnified Party that it is not required to provide indemnification for such claim, then, in any such case, the Indemnified Party shall have be entitled to conduct the right subject to defense against such claim, at the terms expense of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided hereinIndemnifying Party. When the Indemnifying Party conducts and controls the defense, the Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in such defense, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's ’s approval, which approval shall not be unreasonably withheld or delayed. The If the Indemnifying Party shall have the right to withdraw from assumes the defense of any Third Party Claim with respect to which made against the Indemnified Party, the Indemnifying Party had previously delivered a Defense Notice shall notify the Indemnified Party in writing at any time upon reasonable notice the point that the Indemnifying Party determines that it is not required to provide indemnification to the Indemnified PartyParty under this Article VIII.

Conduct of Defense. The An Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen ten business days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party and the Indemnifying Party shall have the right subject to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided hereinParty. When the Indemnifying Party conducts and controls assumes the defense, the Indemnified Party shall have the right to reasonably approve the defense counsel representing and no such claim may be compromised or settled without the express prior written consent of the Indemnified Party; provided, however, that in any case in which the Indemnified Party withholds consent to any such proposed compromise or settlement, thereafter the maximum liability of the Indemnifying Party under this Article VIII to such Indemnified Party with respect to the relevant Third Party Claim shall not exceed the amounts set forth in such defense, which approval shall not be unreasonably withheld proposed compromise or delayed, and in settlement. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by Section 8.2(b), the Indemnified Party shall have the sole right to conduct such defense and the Indemnified Party canmay pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not agree upon such counsel within ten days after involve a Third Party Claim, the Defense Notice is provided, then Indemnified Party shall promptly transmit to the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to a written notice describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Partyrequest for indemnification under this Agreement.

Conduct of Defense. The Indemnifying Party After such notice, the Sellers shall have the rightbe entitled, upon written notice if they so elect: (x) to the Indemnified Party (the "Defense Notice") within fifteen days of its receipt from the Indemnified Party take control of the Claim Notice, defense and investigation of such lawsuit or proceeding; (y) to conduct employ and control engage attorneys of their own choice to handle and defend the defense against such Third Party Claim in its own name, or, if necessary, in same (unless the name of named parties include both the indemnifying party and the Purchaser Indemnified Party and the Indemnifying latter has been advised in writing by counsel that there may be one or more legal defenses available to such Purchaser Indemnified Party shall have the right subject that are different from or additional to those available to the terms of Sellers, in which event the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided herein. When the Indemnifying Party conducts and controls the defense, the Purchaser Indemnified Party shall have the right be entitled to approve the defense separate counsel representing the Indemnifying Party in of its own choosing); and (z) to compromise or settle such defenselawsuit or proceeding, which approval compromise or settlement shall not be unreasonably withheld or delayed, and in made only with the event written consent of the Indemnifying Party and the Purchaser Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counselParty, which shall be subject again to the Indemnified Party's approval, which approval consent shall not be unreasonably withheld or delayed. The Indemnifying Purchaser Indemnified Party shall cooperate fully with Sellers in the defense of such claim, including making available to the Sellers and its counsel such documents, information, or other materials that are indispensable for handling such defense. If the Sellers fail to assume the defense within fifteen (15) calendar days after receipt of the Indemnity Claim Notice, the Purchaser Indemnified Party against which such lawsuit or proceeding has been asserted will (upon delivering notice to such effect to the Sellers) have the right to withdraw from undertake, at the defense Sellers' expense, the defense, compromise or settlement of any Third Party Claim with respect to such Action; provided, however, that such lawsuit or proceeding shall not be compromised or settled without the written consent of the Sellers, which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Partyconsent shall not be unreasonably withheld or delayed.

Conduct of Defense. The An Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen five days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party and the Indemnifying Party shall have the right subject to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided hereinParty. When the Indemnifying Party conducts and controls assumes the defense, the Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in (such defense, which approval shall not to be unreasonably withheld or delayed, and in the event the Indemnifying Party ) and the Indemnified Party cannot agree upon will have no liability for any compromise or settlement of any such counsel within ten days after claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. In the event that the Indemnifying Party does deliver a Defense Notice is providedand thereby elects to conduct the defense of such Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In the event that the Indemnifying Party shall propose an alternate fail to give the Defense Notice within the time prescribed by this subsection (b), the Indemnified Party shall have the sole right to conduct such defense counseland the Indemnified Party may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall be subject again promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Partyrequest for indemnification under this Agreement.