Common use of Defending Claims Clause in Contracts

Defending Claims. Each party entitled to indemnification under this Section 3 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 2 (the "INDEMNIFIED PARTYIndemnified Party") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTYIndemnifying Party") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure to deliver notice to the Indemnifying Party within a reasonable time of the commencement of any Indemnified Party to give notice as provided herein such action shall not relieve the Indemnifying Party of its any obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice, and shall not relieve the Indemnifying Party of any liability it may have to any Indemnified Party otherwise than under this Section 2. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that (i) the Indemnifying Party does not assume the defense of such claim or litigation within sixty thirty (30) days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement or (ii) representation of any such claim or litigation only if Indemnified Party by counsel retained by the Indemnifying Party consents would be inappropriate due to actual or potential differing interests between such Indemnifying Party and any other party represented by such counsel in writing to such settlement (which consent shall not be unreasonably withheld)proceeding. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to a release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 SECTION 6 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably reasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to a release from all liability with in respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 8 (the "INDEMNIFIED PARTYIndemnified Party") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTYIndemnifying Party") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigationlitigation (as such expenses are incurred and within thirty days of demand by the Indemnified Party for reimbursement), in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty thirty (30) days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which involves any admission of fault or responsibility, imposes any restriction or positive obligation on the Indemnified Party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to a release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 (the "INDEMNIFIED PARTY"“Indemnified Party”) shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY"“Indemnifying Party”) promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's ’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 5.4(d) (the "INDEMNIFIED PARTY"“Indemnified Party”) shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY"“Indemnifying Party”) promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's ’s expense, and provided further that the failure to deliver notice to the Indemnifying Party within a reasonable time of the commencement of any Indemnified Party to give notice as provided herein such action shall not relieve the Indemnifying Party of its any obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice, and shall not relieve the Indemnifying Party of any liability it may have to any Indemnified Party otherwise than under this Section 5.4(d). Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that (A) the Indemnifying Party does not assume the defense of such claim or litigation within sixty thirty (30) days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Party or (B) representation of such Indemnified Party by counsel retained by the Indemnifying Table of Contents Party would be inappropriate due to actual or potential differing interests between such Indemnifying Party shall be liable for amounts paid and any other party represented by such counsel in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably withheld)proceeding. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to a release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled If any cause of action, suit, proceeding or claim arising from any of the foregoing is brought against any Indemnified Party, whether such action, proceeding, suit or claim shall be actual or threatened, or in preparation therefor, the Company will have the right, at its expense, to indemnification under this Section 3 (assume the "INDEMNIFIED PARTY") shall give notice resistance and defense of such cause of action, suit, proceeding or claim or cause the same to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after be resisted and defended; provided that such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the entitled (but not obligated) to participate jointly in such defense, in which case such Indemnified Party (whose approval shall not will be unreasonably withheld)responsible for its own legal fees or other expenses, and if any, related to such defense incurred subsequent to the Indemnified Party may participate joint participation by such party in such defense at such party's expensedefense. Notwithstanding the foregoing, and provided further that the failure of if any Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to give notice as provided herein shall not relieve the Indemnifying such Indemnified Party of its obligations under this Agreement, except that are different from or additional to those available to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentenceCompany, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty days after action and the Indemnifying Company agrees to reimburse such Indemnified Party receives notice thereof from for the reasonable fees and expenses of any counsel retained by the Indemnified Party. FurtherThe Company may settle any action which it defends hereunder on such terms as it may deem advisable in its sole discretion, an Indemnifying subject to its ability promptly to perform in full the terms of such settlement. No Indemnified Party shall be liable may seek indemnification or other reimbursement or payment, including attorneys' fees or expenses, from the Company for amounts paid any cause of action, suit, proceeding or claim settled, compromised or in settlement any way disposed of any such claim or litigation only if by the Indemnifying Indemnified Party consents in writing to such settlement (without the Company's prior written consent, which consent shall will not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled If any cause of action, suit, proceeding ---------------- or claim arising from any of the foregoing is brought against any Indemnified Party, whether such action, suit, proceeding or claim shall be actual or threatened, or in preparation therefor, the Company will have the right, at its expense, to indemnification under this Section 3 (assume the "INDEMNIFIED PARTY") shall give notice resistance and defense of such cause of action, suit, proceeding or claim or cause the same to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after be resisted and defended; provided that -------- such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the entitled (but not obligated) to participate jointly in such defense, in which case such Indemnified Party (whose approval shall not will be unreasonably withheld)responsible for its own legal fees or other expenses, and if any, related to such defense incurred subsequent to the Indemnified Party may participate joint participation by such party in such defense at such party's expensedefense. Notwithstanding the foregoing, and provided further that the failure of if any Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to give notice as provided herein shall not relieve the Indemnifying such Indemnified Party of its obligations under this Agreement, except that are different from or additional to those available to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentenceCompany, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such action, suit, proceeding or claim or litigation within sixty days after and the Indemnifying Company agrees to reimburse such Indemnified Party receives notice thereof from on demand for the reasonable fees and expenses of any counsel retained by the Indemnified Party. FurtherThe Company may settle any action which it defends hereunder on such terms as it may deem advisable in its sole discretion, an Indemnifying subject to its ability promptly to perform in full the terms of such settlement. No Indemnified Party shall be liable may seek indemnification or other reimbursement or payment, including attorneys' fees or expenses, from the Company for amounts paid any cause of action, suit, proceeding or claim settled, compromised or in settlement any way disposed of any such claim or litigation only if by the Indemnifying Indemnified Party consents in writing to such settlement (without the Company's prior written consent, which consent shall will not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled If any cause of action, suit, proceeding or claim arising from any of the foregoing is brought against any Indemnified Party, whether such action, suit, proceeding, suit or claim shall be actual or threatened, or in preparation therefor, the Company will have the right, at its expense, to indemnification under this Section 3 (assume the "INDEMNIFIED PARTY") shall give notice resistance and defense of such cause of action, suit, proceeding or claim or cause the same to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after be resisted and defended; provided that such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the entitled (but not obligated) to participate jointly in such defense, in which case such Indemnified Party (whose approval shall not will be unreasonably withheld)responsible for its own legal fees or other expenses, and if any, related to such defense incurred subsequent to the Indemnified Party may participate joint participation by such party in such defense at such party's expensedefense. Notwithstanding the foregoing, and provided further that the failure of if any Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to give notice as provided herein shall not relieve the Indemnifying such Indemnified Party of its obligations under this Agreement, except that are different from or additional to those available to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentenceCompany, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such action, suit, proceeding or claim or litigation within sixty days after and the Indemnifying Company agrees to reimburse such Indemnified Party receives notice thereof from on demand for the reasonable fees and expenses of any counsel retained by the Indemnified Party. FurtherThe Company may settle any action which it defends hereunder on such terms as it may deem advisable in its sole discretion, an Indemnifying subject to its ability promptly to perform in full the terms of such settlement. No Indemnified Party shall be liable may seek indemnification or other reimbursement or payment, including attorneys' fees or expenses, from the Company for amounts paid any cause of action, suit, proceeding or claim settled, compromised or in settlement any way disposed of any such claim or litigation only if by the Indemnifying Indemnified Party consents in writing to such settlement (without the Company's prior written consent, which consent shall will not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 5.4(d) (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure to deliver notice to the Indemnifying Party within a reasonable time of the commencement of any Indemnified Party to give notice as provided herein such action shall not relieve the Indemnifying Party of its any obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice, and shall not relieve the Indemnifying Party of any liability it may have to any Indemnified Party otherwise than under this Section 5.4(d). Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that (A) the Indemnifying Party does not assume the defense of such claim or litigation within sixty 30 days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement or (B) representation of any such claim or litigation only if Indemnified Party by counsel retained by the Indemnifying Party consents would be inappropriate due to actual or potential differing interests between such Indemnifying Party and any other party represented by such counsel in writing to such settlement (which consent shall not be unreasonably withheld)proceeding. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to a release from all liability with respect to such claim or litigation.

Defending Claims. Each party entitled to indemnification under this Section 3 7 (the "INDEMNIFIED PARTYIndemnified Party") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTYIndemnifying Party") promptly after such Indemnified Party receives written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own counsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within sixty days after the Indemnifying Party receives notice thereof from the Indemnified Party. Further, an Indemnifying Party shall be liable for amounts paid in settlement of any such claim or litigation only if the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party to a release from all liability with respect to such claim or litigation.