Common use of Defense against Proceedings Clause in Contracts

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this SectionSection 24, then the following provisions shall apply: 21.3.124.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.224.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.324.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.424.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.524.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.120.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.220.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.320.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.420.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.520.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which the Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.123.3.1. Notice of such Proceedings shall be promptly given to the Supplier. 21.3.223.3.2. The Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that the Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.323.3.3. At the request and expense of the Supplier, ISR shall afford reasonable assistance to the Supplier in the defense of such Proceedings. 21.3.423.3.4. So long that as the Supplier timely takes over and properly conducts the negotiations or litigation, the Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that the Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be led by ISR, then ISR may retain the services of attorneys on its behalf and at the Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that the Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve the Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of the Supplier’s indemnification obligations hereunder). 21.3.523.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.1. 21.3.1 Notice of such Proceedings shall be promptly given to Supplier. 21.3.2. 21.3.2 Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.3. 21.3.3 At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.4. 21.3.4 So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.5. 21.3.5 In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.120.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.220.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.320.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.420.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.520.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.119.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.219.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.319.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.419.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.519.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.116.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.216.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.300.0.0. At Xx the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.400.0.0. So Xx long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.500.0.0. In Xx addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.1. : Notice of such Proceedings shall be promptly given to Supplier. 21.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISRASSOCIATION, in respect of which the Supplier may be liable to indemnify ISR ASSOCIATION under this Section, then the following provisions shall apply: 21.3.124.3.1. Notice of such Proceedings shall be promptly given to the Supplier. 21.3.224.3.2. The Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s Association's prior written consent and provided further that the Supplier shall not, in connection with such defense and/or settlement settlement, (iI) injure ISR’s Association's reputation; (ii) purport to take any action expressly or implicitly on behalf of ISRASSOCIATION; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR ASSOCIATION or ISR’s Association's activities. ISRAssociation's written consent shall not be unreasonably withheld. 21.3.324.3.3. At the request and expense of the Supplier, ISR ASSOCIATION shall afford reasonable assistance to the Supplier in the defense of such Proceedings. 21.3.424.3.4. So long that as the Supplier timely takes over and properly conducts the negotiations or litigation, the Supplier shall not be required to reimburse ISR ASSOCIATION the fees for services of attorneys retained by ISR ASSOCIATION (if and to the extent so retained). If ISR ASSOCIATION finds, however, that the Supplier is not coordinating its defense with ISR ASSOCIATION in a proper manner or fails to defend ISR ASSOCIATION diligently or if ISR ASSOCIATION determines, at its sole and absolute discretion, that representation should be led by ISRASSOCIATION, then ISR ASSOCIATION may retain the services of attorneys on its behalf and at the Supplier’s expense, which attorneys will represent ISR ASSOCIATION in the said Proceedings and may settle such Proceedings, provided that the Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR ASSOCIATION shall not relieve the Supplier of the obligation to indemnify ISR ASSOCIATION as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR ASSOCIATION in connection with the enforcement of the Supplier’s indemnification obligations hereunder). 21.3.524.3.5. In addition to the above, if ISR ASSOCIATION is a defendant in any Proceedings, ISR ASSOCIATION may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.1. 22.3.1 Notice of such Proceedings shall be promptly given to Supplier. 21.3.2. 22.3.2 Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.3. 22.3.3 At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.4. 22.3.4 So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.5. 22.3.5 In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this SectionSection 25, then the following provisions shall apply: 21.3.125.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.225.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.325.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.425.3.4. So long that as Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.525.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.122.3.1. Notice of such Proceedings shall be promptly given to Supplier. 21.3.222.3.2. Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.322.3.3. At the request and expense of Supplier, ISR shall afford reasonable assistance to Supplier in the defense of such Proceedings. 21.3.422.3.4. So long that Supplier timely takes over and properly conducts the negotiations or litigation, Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be by ISR, then ISR may retain the services of attorneys on its behalf and at Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of Supplier’s indemnification obligations hereunder). 21.3.522.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISRASSOCIATION, in respect of which the Supplier may be liable to indemnify ISR ASSOCIATION under this Section, then the following provisions shall apply: 21.3.124.3.1. Notice of such Proceedings shall be promptly given to the Supplier. 21.3.224.3.2. The Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s Association's prior written consent and provided further that the Supplier shall not, in connection with such defense and/or settlement settlement, (i) injure ISR’s Association's reputation; (ii) purport to take any action expressly or implicitly on behalf of ISRASSOCIATION; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR ASSOCIATION or ISR’s Association's activities. ISRAssociation's written consent shall not be unreasonably withheld. 21.3.324.3.3. At the request and expense of the Supplier, ISR ASSOCIATION shall afford reasonable assistance to the Supplier in the defense of such Proceedings. 21.3.424.3.4. So long that as the Supplier timely takes over and properly conducts the negotiations or litigation, the Supplier shall not be required to reimburse ISR ASSOCIATION the fees for services of attorneys retained by ISR ASSOCIATION (if and to the extent so retained). If ISR ASSOCIATION finds, however, that the Supplier is not coordinating its defense with ISR ASSOCIATION in a proper manner or fails to defend ISR ASSOCIATION diligently or if ISR ASSOCIATION determines, at its sole and absolute discretion, that representation should be led by ISRASSOCIATION, then ISR ASSOCIATION may retain the services of attorneys on its behalf and at the Supplier’s expense, which attorneys will represent ISR ASSOCIATION in the said Proceedings and may settle such Proceedings, provided that the Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR ASSOCIATION shall not relieve the Supplier of the obligation to indemnify ISR ASSOCIATION as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR ASSOCIATION in connection with the enforcement of the Supplier’s indemnification obligations hereunder). 21.3.524.3.5. In addition to the above, if ISR ASSOCIATION is a defendant in any Proceedings, ISR ASSOCIATION may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.

Defense against Proceedings. If any legal action or any other proceeding (collectively "Proceedings") are commenced against ISR, in respect of which the Supplier may be liable to indemnify ISR under this Section, then the following provisions shall apply: 21.3.124.3.1. Notice of such Proceedings shall be promptly given to the Supplier. 21.3.224.3.2. The Supplier shall, at its sole cost and expense, defend any litigation that may arise from such Proceedings and conduct all negotiations for the settlement of same, provided that any settlement of such Proceedings will be subject to ISR’s prior written consent and provided further that the Supplier shall not, in connection with such defense and/or settlement (i) injure ISR’s reputation; (ii) purport to take any action expressly or implicitly on behalf of ISR; or (iii) purport to make any representation and/or admission regarding and/or concerning ISR or ISR’s activities. ISR's written consent shall not be unreasonably withheld. 21.3.324.3.3. At the request and expense of the Supplier, ISR shall afford reasonable assistance to the Supplier in the defense of such Proceedings. 21.3.424.3.4. So long that as the Supplier timely takes over and properly conducts the negotiations or litigation, the Supplier shall not be required to reimburse ISR the fees for services of attorneys retained by ISR (if and to the extent so retained). If ISR finds, however, that the Supplier is not coordinating its defense with ISR in a proper manner or fails to defend ISR diligently or if ISR determines, at its sole and absolute discretion, that representation should be led by ISR, then ISR may retain the services of attorneys on its behalf and at the Supplier’s expense, which attorneys will represent ISR in the said Proceedings and may settle such Proceedings, provided that the Supplier gives its consent to such settlement in advance and in writing (which consent shall not be unreasonably withheld). For the removal of doubt, the settling of such Proceedings by ISR shall not relieve the Supplier of the obligation to indemnify ISR as provided in this Agreement (including without limitation, for reasonable legal fees and expenses incurred by ISR in connection with the enforcement of the Supplier’s indemnification obligations hereunder). 21.3.524.3.5. In addition to the above, if ISR is a defendant in any Proceedings, ISR may at its sole discretion participate and retain the services of attorneys on its behalf at its own expense.