Common use of Defence of Third Party Claims Clause in Contracts

Defence of Third Party Claims. The Vendor may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC not later than 30 days after receiving notice of the Third Party Claim (the “Notice Period”). The Vendor’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor shall pay all of its own expenses of participating in or assuming such defence. YC shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor and may participate in such defence assisted by counsel of its own choice at its own expense. If YC has not received notice within the Notice Period that the Indemnifying Party has elected to assume the defence of such Third Party Claim, YC may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses suffered or incurred by YC with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnified Party not later than 30 thirty (30) days after receiving notice of the that Third Party Claim (the “"Notice Period”"). The Vendor’s Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor shall Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. YC The Indemnified Party shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party. If YC the Indemnified Party has not received notice within the Notice Period that the Indemnifying Party Indemnifier has elected to assume the defence of such Third Party Claim, YC the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnified Party with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnified Party not later than 30 thirty (30) days after receiving notice of the that Third Party Claim (the “Notice Period”). The VendorIndemnifier’s right to do so shall be subject to the rights of any insurer or other party who has potential liability Liability in respect of that Third Party Claim. The Vendor shall Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. YC The Indemnified Party shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party. If YC the Indemnified Party has not received notice within the Notice Period that the Indemnifying Party Indemnifier has elected to assume the defence of such Third Party Claim, YC the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnified Party with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor With respect to a Third Party Claim, the Indemnifier may participate in or assume the defence of any Third Party Claim or, by giving notice to that effect to YC the Indemnified Person not later than 30 sixty (60) days after receiving receipt of notice of the with respect to that Third Party Claim (the “Notice Period”). The Vendor’s right to do so shall be and, subject to the rights of any insurer or other third party who has having potential liability in respect therefor, elect to assume the control of that the defence of the Third Party Claim. The Vendor shall pay all of its Claim at the Indemnifier’s own expenses of participating in or assuming such defence. YC shall co-operate in good faith expense and by the Indemnifier’s own counsel, and the Indemnified Person may participate in the defence of each any Third Party Claim, even if the defence has been assumed by the Vendor and may participate in such defence Claim assisted by counsel of its own choice at its own expense. If YC has the Indemnifier does not received give notice within sixty (60) days after receipt of notice of the Notice Period Third Party Claim that the Indemnifying Party it has elected to assume the control of the defence of such the Third Party Claim, YC the Indemnified Person may, at its optionoption and assisted by counsel of its choice, elect to assume the defence of or settle or compromise the Third Party Claim or assume such defence, assisted by counsel without prejudice to its right of its own choosing and the Indemnifying Party shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses suffered or incurred by YC with respect to such Third Party Claimindemnification under this Agreement. If the Vendor Indemnifier elects to assume the defence of a Third Party Claim under this sectionSection 5.7, the Vendor Indemnifier shall not have the right thereafter to contest its liability for such claimthat claim with respect to the Indemnified Person.

Defence of Third Party Claims. The Vendor Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnified Party not later than 30 days 15 Business Days after receiving notice of the that Third Party Claim (the “"Notice Period”"). The Vendor’s Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor shall Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. YC The Indemnified Party shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party. If YC the Indemnified Party has not received notice within the Notice Period that the Indemnifying Party Indemnifier has elected to assume the defence of such Third Party Claim, YC the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and and, subject to the provisions of this Article 6, any Losses Loss suffered or incurred by YC the Indemnified Party with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor Indemnifying Party may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnitee not later than 30 days after receiving notice of the that Third Party Claim (the “Notice Period”). The VendorIndemnifying Party’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor Indemnifying Party shall pay all of its own expenses of participating in or assuming such defence. YC The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifying Party and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnitee has not received notice within the Notice Period that the Indemnifying Party has elected to assume the defence of such Third Party Claim, YC the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defencedefence at the expense of the Indemnifying Party, assisted by counsel of its own choosing and the Indemnifying Party shall be remain liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnitee with respect to such Third Party ClaimClaim as contemplated by this Article IX. If the Vendor Indemnifying Party elects to assume the defence of a Third Party Claim under this sectionSection 9.7, the Vendor Indemnifying Party shall not have acknowledge in writing its obligation to indemnify the right thereafter to contest its liability for such claimIndemnitee in accordance with the terms contained in this Article IX in respect of that Third Party Claim.

Defence of Third Party Claims. The Vendor Indemnitor may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnitee not later than 30 thirty (30) days after receiving notice of the that Third Party Claim (the “Notice Period”). The Vendor’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor Indemnitor shall pay all of its own expenses of participating in or assuming such defence. YC The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnitor and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnitee has not received notice within the Notice Period that the Indemnifying Party Indemnitor has elected to assume the defence of such Third Party Claim, YC the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnitor shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnitee with respect to such Third Party Claim. If the Vendor Indemnitor elects to assume the defence of a Third Party Claim under this sectionSection 6.5, the Vendor Indemnitor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. (a) The Vendor Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnified Party not later than 30 45 days after receiving notice of the that Third Party Claim (the “Notice Period”). The VendorIndemnifier’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor shall Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. YC The Indemnified Party shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld. If YC the Indemnified Party has not received notice within the Notice Period that the Indemnifying Party Indemnifier has elected to assume the defence of such Third Party Claim, YC the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnified Party with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor Indemnitor may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnitee not later than 30 thirty (30) days after receiving notice of the that Third Party Claim (the “Notice Period”). The VendorIndemnitor’s right to do so shall be subject to the rights of any insurer or other party Party who has potential liability in respect of that Third Party Claim. The Vendor Indemnitor shall pay all of its own expenses of participating in or assuming such defence. YC The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnitor and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnitee has not received notice within the Notice Period that the Indemnifying Party Indemnitor has elected to assume the defence of such Third Party Claim, YC the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnitor shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnitee with respect to such Third Party Claim. If the Vendor Indemnitor elects to assume the defence of a Third Party Claim under this sectionSection 5.8 or fails to assume the defence, the Vendor Indemnitor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor Indemnifying Party may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnitee not later than 30 days after receiving notice of the that Third Party Claim (the “Notice Period”). The VendorIndemnifying Party’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor Indemnifying Party shall pay all of its own expenses of participating in or assuming such defence. YC The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifying Party and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnitee has not received notice within the Notice Period that the Indemnifying Party has elected to assume the defence of such Third Party Claim, YC the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defencedefence at the expense of the Indemnifying Party, assisted by counsel of its own choosing and the Indemnifying Party shall be remain liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnitee with respect to such Third Party ClaimClaim as contemplated by this Article VII. If the Vendor Indemnifying Party elects to assume the defence of a Third Party Claim under this sectionSection 7.7, the Vendor Indemnifying Party shall not have acknowledge in writing its obligation to indemnify the right thereafter to contest its liability for such claimIndemnitee in accordance with the terms contained in this Article VII in respect of that Third Party Claim.

Defence of Third Party Claims. The Vendor Indemnifying Party may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnitee not later than 30 days after receiving notice of the that Third Party Claim (the “"Notice Period”"). The Vendor’s Indemnifying Party's right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor Indemnifying Party shall pay all of its own expenses of participating in or assuming such defence. YC The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifying Party and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnitee has not received notice within the Notice Period that the Indemnifying Party has elected to assume the defence of such Third Party Claim, YC the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party shall be liable for all reasonable costs and expenses paid any Loss relating to a breach of any representation or incurred warranty or of any covenant or other obligation of the Indemnifying Party (as contemplated in connection therewith and any Losses Section 9.2) suffered or incurred by YC the Indemnitee with respect to such Third Party Claim. If the Vendor Indemnifying Party elects to assume the defence of a Third Party Claim under this sectionSection 9.7, the Vendor Indemnifying Party shall not have acknowledge in writing its obligation to indemnify the right thereafter to contest its liability for such claimIndemnitee in accordance with the terms contained in this Article 9 in respect of that Third Party Claim.

Defence of Third Party Claims. The Vendor Indemnitor may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnitee not later than 30 days after receiving notice of the that Third Party Claim (the “"Notice Period”"). The Vendor’s Indemnitor's right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor Indemnitor shall pay all of its own expenses of participating in or assuming such defence. YC The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnitor and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnitee has not received notice within the Notice Period that the Indemnifying Party Indemnitor has elected to assume the defence of such Third Party Claim, YC the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party Indemnitor shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnitee with respect to such Third Party Claim. If the Vendor Indemnitor elects to assume the defence of a Third Party Claim under this sectionSection 6.4, the Vendor Indemnitor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Vendor Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC the Indemnified Party not later than 30 days after receiving notice of the that Third Party Claim (the “"Notice Period”)") and may enforce any right of set-off or counterclaim to which the Indemnified Party may be entitled. The Vendor’s Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor shall Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. YC The Indemnified Party shall co-operate cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. If YC the Indemnified Party has not received notice within the Notice Period that the Indemnifying Party Indemnifier has elected to assume the defence defence, of such Third Party Claim, YC may, at its option, elect to settle or compromise the Third Indemnified Party Claim or may assume such defence, . assisted by counsel of its own choosing and the Indemnifying Party Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses Loss suffered or incurred by YC the Indemnified Party with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.