Common use of Defence of Third Party Claims Clause in Contracts

Defence of Third Party Claims. The Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 days after receiving notice of 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 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 Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defence, of such Third Party Claim, the Indemnified Party may assume such defence. assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim.

Defence of Third Party Claims. The Indemnifier may participate in or assume Indemnifying Party shall have the defence right, after receipt of any the Indemnified Party’s notice under Section 11.6 hereof with respect to a Third Party Claim by and upon giving written notice to that effect to the Indemnified Party not later than 30 within fifteen calendar days after receiving notice of that Third Party Claim (the "Notice Period") such receipt, and may enforce any right of set-off or counterclaim to which the Indemnified Party may be entitled. The Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has Person having potential liability in respect of that therefor, to defend the Third Party Claim. The Indemnifier agrees to pay all of Claim at its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier cost and may participate in such defence assisted by expense with counsel of its own choice selection, provided that: 11.7.1 the Indemnified Party shall at all times have the right to fully participate in the defence at its own expense. If expense and in any event shall be consulted with and apprised of the ongoing status of the Third Party Claim and provided reasonable particulars relating thereto and the defence thereof; 11.7.2 the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party; 11.7.3 the Indemnifying Party unconditionally acknowledges in writing its obligation to indemnify and save and hold the Indemnified Party has not received notice within harmless with respect to the Notice Period that the Indemnifier has elected to assume the defence, of such Third Party Claim, ; 11.7.4 legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Party, acting reasonably; and 11.7.5 amounts payable by the Indemnifying Party may assume such defence. assisted by counsel of its own choosing and the Indemnifier pursuant to a Third Party Claim shall be liable paid in accordance with the terms of the settlement or judgment, as applicable, but in any event prior to the expiry of any delay for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect a judgment to such Third Party Claimbecome executory.

Defence of Third Party Claims. The Indemnifier Indemnitor may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party Indemnitee not later than thirty (30 days days) after receiving notice of 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 Indemnifier's right to do so Indemnitor shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party Indemnitee shall cooperate co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier Indemnitor, and may participate in such defence assisted by counsel of its own choice at its own expense, and in such case the Indemnitor shall not be liable to the Indemnitee for any legal fees, costs and expenses incurred by the Indemnitee in connection with such defence. If the Indemnified Party Indemnitee has not received notice within the Notice Period that the Indemnifier Indemnitor has elected to assume the defence, defence of such Third Party Claim, the Indemnified Indemnitee may, but only with the prior written consent of the Indemnitor (not to be unreasonably withheld), elect to settle or compromise the Third Party Claim, or the Indemnitee may assume such defence. , assisted by counsel of its own choosing and the Indemnifier Indemnitor shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party Indemnitee with respect to such Third Party ClaimClaim that is covered by the indemnification provisions of this Agreement. If the Indemnitor elects to assume the defence of a Third Party Claims under this Section 6.5, the Indemnitor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. The Indemnifier may participate in or assume Indemnifying Party shall have the defence right, after receipt of any the Indemnified Party's notice under Section 7.7 hereof with respect to a Third Party Claim by and upon giving written notice to that effect to the Indemnified Party not later than 30 within fifteen (15) days after receiving notice of that Third Party Claim (the "Notice Period") such receipt, and may enforce any right of set-off or counterclaim to which the Indemnified Party may be entitled. The Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has Person having potential liability in respect of that therefor, to defend the Third Party Claim. The Indemnifier agrees to pay all of Claim at its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier cost and may participate in such defence assisted by expense with counsel of its own choice at its own expense. If selection, provided that: 7.8.1 the Indemnified Party has shall at all times have the right to fully participate in the defence at the expense of the Indemnifying Party and in any event shall be consulted with and apprised of the ongoing status of the Third Party Claim and provided reasonable particulars (including copies of all documentation) relating thereto and the defence thereof; 7.8.2 the Third Party Claim seeks only monetary damages and does not received notice within seek any injunctive or other relief against the Notice Period that Indemnified Party; 7.8.3 the Indemnifier has elected Indemnifying Party unconditionally acknowledges in writing its obligation to assume indemnify and save and hold the defence, of such Indemnified Party harmless with respect to the Third Party Claim, ; 7.8.4 legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Party, acting reasonably; and 7.8.5 amounts payable by the Indemnifying Party may assume such defence. assisted by counsel of its own choosing and the Indemnifier pursuant to a Third Party Claim shall be liable paid in accordance with the terms of the settlement or judgment, as applicable, but in any event prior to the expiry of any delay for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect a judgment to such Third Party Claimbecome executory.