Common use of Control by Indemnifying Party Clause in Contracts

Control by Indemnifying Party. The Indemnifying Party shall be entitled to have sole control over the defense and/or settlement of such claim provided that, within 15 days after receipt of such "written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control, and provided further that the Indemnifying Party can demonstrate to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has the financial capability to indemnify the Indemnified Party (such satisfactory demonstration is sometimes hereinafter referred to as "Demonstrated Fiscal Ability"). In that event: (1) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at the Indemnifying Party's reasonable expense to assist in the handling of such claim; (2) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other relief to be imposed against the Indemnified Party; and (3) the Indemnified Party shall be free to enter direct discussions with some or all claimants for purposes of settlement, and shall be free to enter into such settlement(s) on terms agreeable to the Indemnified Party (upon provision of reasonable notice to and consultation with the Indemnifying Party); provided, however, that FNIS as the Indemnifying Party shall not be required to reimburse MGEN's expenses if FNIS has assumed control over the defense, and provided further that if MGEN is the Indemnified Party it shall not engage in or consummate any settlement discussions without the written approval and authority of FNIS.

Control by Indemnifying Party. The Indemnifying Party shall be entitled to have sole control over the defense and/or settlement of such claim claim, provided that, within 15 days after receipt of such "written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control, and provided further that the Indemnifying Party can demonstrate to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has the financial capability to indemnify the Indemnified Party (such satisfactory demonstration is sometimes hereinafter referred to as "Demonstrated Fiscal Ability"). In that event: (1) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at the Indemnifying Party's reasonable expense to assist in the handling of such claim; (2) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other relief to be imposed against the Indemnified Party; and (3) the Indemnified Party shall be free to enter direct discussions with some or all claimants for purposes of settlement, and shall be free to enter into such settlement(s) on terms agreeable to the Indemnified Party (upon provision of reasonable notice to and consultation with the Indemnifying Party); provided, however, that FNIS as the Indemnifying Party shall not be required to reimburse MGEN's expenses if FNIS has assumed control over the defense, and provided further that if MGEN is the Indemnified Party it shall not engage in or consummate any settlement discussions without the written approval and authority of FNIS.

Control by Indemnifying Party. The If the Indemnifying Party delivers a Notice of Election relating to any claim within the thirty (30) day period specified in Section 15.03(a), the Indemnifying Party shall be entitled to have sole control over the defense and/or and settlement of such claim provided thatthat claim, within 15 days after receipt of such "written noticeprovided, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlhowever, and provided further that the Indemnifying Party can demonstrate to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has the financial capability to indemnify the Indemnified Party (such satisfactory demonstration is sometimes hereinafter referred to as "Demonstrated Fiscal Ability"). In that event: (1i) the Indemnified Party shall be entitled to may participate in the defense of such claim and to employ counsel at the Indemnifying Party's reasonable its own expense to assist in the handling of such that claim; , and (2ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other relief to be imposed against the Indemnified Party; and (3) . After the Indemnified Indemnifying Party has delivered a Notice of Election, as required by Section 15.03(a), relating to any claim, the Indemnifying Party shall not be free to enter direct discussions with some or all claimants for purposes of settlement, and shall be free to enter into such settlement(s) on terms agreeable liable to the Indemnified Party (upon provision of reasonable notice to and consultation for any legal expenses incurred by the Indemnified Party in connection with the Indemnifying Party); provideddefense of that claim. In addition, however, that FNIS as the an Indemnifying Party shall not be required to reimburse MGEN's expenses if FNIS has assumed control over the defense, and provided further that if MGEN is the indemnify any Indemnified Party it shall not engage for any amount paid or payable by such Indemnified Party in or consummate the settlement of any settlement discussions claim for which the Indemnifying Party has properly delivered a Notice of Election if such amount was agreed to without the written approval and authority consent of FNISthe Indemnifying Party.

Control by Indemnifying Party. The Indemnifying Party shall be entitled to have sole control over the defense and/or settlement of such claim claim, provided that, within 15 days after receipt of such "written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control, and provided further that the Indemnifying Party can demonstrate to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has the financial capability to indemnify the Indemnified Party (such satisfactory demonstration is sometimes hereinafter referred to as "Demonstrated Fiscal Ability"). In that event: (1) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at the Indemnifying Party's reasonable expense to assist in the handling of such claim; (2) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other relief to be imposed against the Indemnified Party; and (3) the Indemnified Party shall be free to enter direct discussions with some or all claimants for purposes of settlement, and shall be free to enter into such settlement(s) on terms agreeable to the Indemnified Party (upon provision of reasonable notice to and consultation with the Indemnifying Party); provided, however, that FNIS Fidelity as the Indemnifying Party shall not be required to reimburse MGEN's expenses if FNIS Fidelity has assumed control over the defense, and provided further that if MGEN is the Indemnified Party it shall not engage in or consummate any settlement discussions without the written approval and authority of FNISFidelity.