Common use of Control of Third Party Claim by the Indemnified Party Clause in Contracts

Control of Third Party Claim by the Indemnified Party. If the indemnifying party fails to assume the defense of a Third Party Claim within thirty (30) days after receipt of written notice of the Third Party Claim in accordance with the provisions of Section 13.04(b), then the indemnified party shall have the right to defend the Third Party Claim by promptly and vigorously prosecuting all appropriate proceedings to a final conclusion or settlement. The indemnifying party shall have the right to participate in the defense of the Third Party Claim using counsel of its choice, but the indemnified party shall not be liable to the indemnifying party hereunder for any legal or other expenses incurred by the indemnifying party in connection with its participation in the defense thereof. If requested by the indemnified party, the indemnifying party agrees to provide such reasonable cooperation to the indemnified party and its counsel as the indemnified party may reasonably request in contesting any Third Party Claim that the indemnified party elects to contest, including the making of any related counterclaim against the third party asserting the Third Party Claim or any cross-complaint against any person who is not an affiliate or Representative of the indemnifying party, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The indemnified party shall have the right, acting in good faith and with due regard to the interests of the indemnifying party, to control all decisions regarding the handling of the defense without the consent of the indemnifying party, but shall not have the right to compromise or settle any Third Party Claim or consent to the entry of any judgment with respect to such Third Party Claim without the consent of the indemnifying party, which consent shall not be unreasonably withheld, unless such settlement, compromise or consent includes an unconditional release of the indemnifying party from all liability and obligations arising out of such Third Party Claim.

Control of Third Party Claim by the Indemnified Party. If the indemnifying party Indemnifying Party fails to assume the defense of a Third Party Claim within thirty (30) days after receipt of written notice of the Third Party Claim in accordance with the provisions of Section 13.04(b)Claim, then the indemnified party Indemnified Party shall have the right to defend the Third Party Claim by promptly and vigorously prosecuting all appropriate proceedings to a final conclusion or settlement. The indemnifying party Indemnifying Party shall have the right to participate in the defense of the Third Party Claim using counsel of its choice, but the indemnified party Indemnified Party shall not be liable to the indemnifying party Indemnifying Party hereunder for any legal or other expenses incurred by the indemnifying party Indemnifying Party in connection with its participation in the defense thereof. If requested by the indemnified partyIndemnified Party, the indemnifying party Indemnifying Party agrees to provide such reasonable cooperation to cooperate with the indemnified party Indemnified Party and its counsel as the indemnified party may reasonably request in contesting any Third Party Claim that the indemnified party Indemnified Party elects to contest, including the making of any related counterclaim against the third party Third Party asserting the Third Party Claim or any cross-complaint against any person who is not an affiliate or Representative of the indemnifying partyPerson, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The indemnified party Indemnified Party shall have the right, acting in good faith and with due regard to the interests of the indemnifying partyIndemnifying Party, to control all decisions regarding the handling of the defense without the consent of the indemnifying partyIndemnifying Party, but shall not have the right to compromise or settle any Third Party Claim or consent to the entry of any judgment with respect to such Third Party Claim without the consent of the indemnifying partyIndemnifying Party, which consent shall not be unreasonably withheld, unless such settlement, compromise or consent includes an unconditional release of the indemnifying party Indemnifying Party from all liability and obligations arising out of such Third Party Claim.