Common use of CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS Clause in Contracts

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. Any party seeking indemnification under this Agreement (an “Indemnitee”) shall give each party from whom indemnification is sought (an "Indemnitor") prompt written notice of the claim for which it seeks indemnification. Failure of the Indemnitee to give such prompt notice shall not relieve an Indemnitor of its indemnification obligation; provided that such indemnification obligation shall be reduced by any damages suffered by the Indemnitor resulting from a failure to give prompt notice hereunder. The Indemnitor shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. The Indemnitee agrees not to settle such claim without the written consent of the Indemnitor which consent shall not be unreasonably withheld. Nothing contained in this Section 10.7 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. Any A party seeking indemnification under this Agreement (an “Indemnitee”Section 11.2 or 11.3, or 2.4(c) shall give each the other party from whom indemnification is sought (an "Indemnitor") prompt written notice of the claim for which it seeks indemnification. Failure of the Indemnitee party seeking indemnification to give such prompt notice shall not relieve an Indemnitor the other party of its indemnification obligation; , provided that such indemnification obligation shall be reduced by any damages such other party suffered by the Indemnitor resulting that results from a failure to give prompt notice hereunder. The Indemnitor party receiving the aforementioned notice shall be entitled to participate in the defense of such claim. If at any time the Indemnitor party receiving such notice acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. The Indemnitee If the party receiving such notice does not assume total control of such claim, the other party agrees not to settle such claim without the written consent of the Indemnitor party receiving notice, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 10.7 11.5 shall prevent either party from assuming total control of the defense and/or settling of any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. Any party seeking indemnification under this Agreement (an “"Indemnitee”") shall give each party from whom indemnification is sought (an "Indemnitor") prompt written notice of the claim for which it seeks indemnification. Failure of the Indemnitee to give such prompt notice shall not relieve an Indemnitor of its indemnification obligation; , provided that such indemnification obligation shall be reduced by any damages suffered by the Indemnitor resulting from a failure to give prompt notice hereunder. The Indemnitor All Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable Indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim (other than claims in connection with Excess Reimbursement Liabilities or Section 5.25 which it shall not control but be entitled to participate in) at its own expense. The If all Indemnitors do not assume total control of the defense of any such claim (or in the case of claims in connection with Excess Reimbursement Liabilities or Section 5.25), the Indemnitee agrees not to settle such claim without the written consent of the Indemnitor all Indemnitors which consent shall not be unreasonably withheld. Nothing contained in this Section 10.7 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.