Common use of Defense and Costs Clause in Contracts

Defense and Costs. The Party having the indemnification obligation under Section 4.4, above, (the “Indemnifying Party”) shall take prompt action to defend and indemnify the persons or entities entitled to be indemnified pursuant to Section 4.4 (the “Indemnified Parties”) against claims, actual or threatened, but in no event later than notice by the Indemnified Party to the Indemnifying Party or Parties of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. The Indemnifying Party shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to the Indemnified Party, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that the Indemnifying (i) fails to promptly undertake such defense, (ii) fails to pay such defense costs and damages, (iii) uses counsel not reasonably acceptable to the Indemnified Parties or (iv), does not allow the Indemnified Parties to be part of the settlement or compromise discussions, then the Indemnified Party(ies) shall have the right, but not the obligation, to undertake such defense and settlement discussions. In the event an Indemnified Party undertakes its own defense or pays any associated damages, whether by settlement or pursuant to judicial order, judgment or decree, then the Indemnifying Party shall not raise or plead as a defense to a claim by the Indemnified Party for reimbursement for all or any part of the expense so incurred that in doing so the Indemnified Party acted as volunteer or waived its right to defense, indemnification, or insurance coverage reimbursement in accordance with this Agreement. The Indemnifying Party understands and agrees that it shall be responsible for any and all reasonable costs and expenses incurred by Indemnified Parties to enforce this indemnification provision. Such costs incurred by the Indemnified Parties can include attorney’s fees and expenses for litigation, accounting, consulting or engineering fees and related expenses, judgments, liens and encumbrances arising from such lawsuits, actions or claims whenever made or incurred. Furthermore, the Indemnifying Party shall, at its sole cost and expense, testify, as required by the Indemnified Parties, at any judicial or administrative proceeding, or deposition, and shall be responsible to reimburse the Indemnified Parties for any damages the Indemnified Parties pays as a result of the Indemnifiying Party’s failure to comply with its indemnification obligations under this Article

Defense and Costs. The Party having the indemnification obligation under Section 4.4, above, (the “Indemnifying Party”) Seller shall take prompt action to defend and indemnify the persons or entities entitled to be indemnified pursuant to Section 4.4 (the “Indemnified Parties”) Parties against claims, actual or threatened, but in no event later than notice by the Indemnified Party Buyer to the Indemnifying Party or Parties Seller of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. The Indemnifying Party Seller shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to the Indemnified PartyBuyer, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that the Indemnifying Seller (i) fails to promptly undertake such defense, (ii) fails to pay such said defense costs and damages, (iii) uses counsel not reasonably acceptable to the Indemnified Parties or (iv), does not allow the Indemnified Parties to be part of the settlement or compromise discussions, then the Indemnified Party(ies) shall have the right, but not the obligation, to undertake such defense and settlement discussions. In the event an Indemnified Party undertakes its own defense or pays any associated damages, whether by settlement or pursuant to judicial order, judgment or decree, then the Indemnifying Party Seller shall not raise or plead as a defense to a claim by the Indemnified Party for reimbursement for all or any part of the expense so incurred that in doing so the Indemnified Party acted as volunteer or waived its right to defense, indemnification, or insurance coverage reimbursement in accordance with this Agreement. The Indemnifying Party Seller understands and agrees that it shall be responsible for any and all reasonable costs and expenses incurred by Indemnified Parties to enforce this indemnification provision. Such costs incurred by the Indemnified Parties can include attorney’s fees and expenses for litigation, accounting, consulting or engineering fees and related expenses, judgments, liens and encumbrances arising from such lawsuits, actions or claims whenever made or incurred. Furthermore, the Indemnifying Party Seller shall, at its sole cost and expense, testify, as required by the Indemnified Parties, at any judicial or administrative proceeding, or deposition, and shall be responsible to reimburse the Indemnified Parties for any damages the Indemnified Parties pays as a result of the Indemnifiying PartySeller’s failure to comply with its indemnification obligations under this Article. Service Agreement No. 1631

Defense and Costs. The Party having the indemnification obligation under Section 4.4, above, (the “Indemnifying Party”) Seller shall take prompt action to defend and indemnify the persons or entities entitled to be indemnified pursuant to Section 4.4 (the “Indemnified Parties”) Parties against claims, actual or threatened, but in no event later than notice by the Indemnified Party Buyer to the Indemnifying Party or Parties Seller of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. The Indemnifying Party Seller shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to the Indemnified PartyBuyer, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that the Indemnifying Seller (i) fails to promptly undertake such defense, (ii) fails to pay such said defense costs and damages, (iii) uses counsel not reasonably acceptable to the Indemnified Parties or (iv), does not allow the Indemnified Parties to be part of the settlement or compromise discussions, then the Indemnified Party(ies) shall have the right, but not the obligation, to undertake such defense and settlement discussions. In the event an Indemnified Party undertakes its own defense or pays any associated damages, whether by settlement or pursuant to judicial order, judgment or decree, then the Indemnifying Party Seller shall not raise or plead as a defense to a claim by the Indemnified Party for reimbursement for all or any part of the expense so incurred that in doing so the Indemnified Party acted as volunteer or waived its right to defense, indemnification, or insurance coverage reimbursement in accordance with this Agreement. The Indemnifying Party Seller understands and agrees that it shall be responsible for any and all reasonable costs and expenses incurred by Indemnified Parties to enforce this indemnification provision. Such costs incurred by the Indemnified Parties can include attorney’s fees and expenses for litigation, accounting, consulting or engineering fees and related expenses, judgments, liens and encumbrances arising from such lawsuits, actions or claims whenever made or incurred. Furthermore, the Indemnifying Party Seller shall, at its sole cost and expense, testify, as required by the Indemnified Parties, at any judicial or administrative proceeding, or deposition, and shall be responsible to reimburse the Indemnified Parties for any damages the Indemnified Parties pays as a result of the Indemnifiying PartySeller’s failure to comply with its indemnification obligations under this Article.

Defense and Costs. The Each Party having the indemnification obligation under Section 4.4(in such capacity, above, (the “Indemnifying Party”) shall take prompt action to defend and indemnify the persons each Seller Indemnified Party or entities entitled to be indemnified Buyer Indemnified Party (as applicable pursuant to Section 4.4 (4.3, the “Indemnified PartiesParty” or “Indemnified Party(ies)”) against claims, actual or threatened, but in no event later than notice by the Indemnified Party to the Indemnifying such Party or Parties of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. The Indemnifying Party shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to the Indemnified Party, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that the Indemnifying Party (i) fails to promptly undertake such defense, (ii) fails to pay such defense costs and damages, (iii) uses counsel not reasonably acceptable to the Indemnified Parties Party(ies) or (iv), does not allow the Indemnified Parties Party(ies) to be part of the settlement or compromise discussions, then the Indemnified Party(ies) shall have the right, but not the obligation, to undertake such defense and settlement discussions. In the event an Indemnified Party undertakes its own defense or pays any associated damages, whether by settlement or pursuant to judicial order, judgment or decree, then the Indemnifying Party shall not raise or plead as a defense to a claim by the Indemnified Party for reimbursement for all or any part of the expense so incurred that in doing so the Indemnified Party acted as volunteer or waived its right to defense, indemnification, or insurance coverage reimbursement in accordance with this Agreement. The Indemnifying Party understands Parties understand and agrees agree that it they shall be responsible for any and all reasonable costs and expenses incurred by the Indemnified Parties to enforce this indemnification provision. Such costs incurred by the Indemnified Parties can include attorney’s fees and expenses for litigation, accounting, consulting or engineering fees and related expenses, judgments, liens and encumbrances arising from such lawsuits, actions or claims whenever made or incurred. Furthermore, the Indemnifying Party shall, at its sole cost and expense, testify, as required by the Indemnified Parties, at any judicial or administrative proceeding, or deposition, and shall be responsible to reimburse the Indemnified Parties for any damages the Indemnified Parties pays pay as a result of the Indemnifiying Party’s failure to comply with its indemnification obligations under this Article.

Defense and Costs. The Party having the indemnification obligation under Section 4.4, above, (the “Indemnifying Party”) Seller shall take prompt action to defend and indemnify the persons or entities entitled to be indemnified pursuant to Section 4.4 (the “Indemnified Parties”) Parties against claims, actual or threatened, but in no event later than notice by the Indemnified Party Xxxxx to the Indemnifying Party or Parties Seller of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. The Indemnifying Party Seller shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to the Indemnified PartyBuyer, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that the Indemnifying Seller (i) fails to promptly undertake such defense, (ii) fails to pay such said defense costs and damages, (iii) uses counsel not reasonably acceptable to the Indemnified Parties or (iv), does not allow the Indemnified Parties to be part of the settlement or compromise discussions, then the Indemnified Party(ies) shall have the right, but not the obligation, to undertake such defense and settlement discussions. In the event an Indemnified Party undertakes its own defense or pays any associated damages, whether by settlement or pursuant to judicial order, judgment or decree, then the Indemnifying Party Seller shall not raise or plead as a defense to a claim by the Indemnified Party for reimbursement for all or any part of the expense so incurred that in doing so the Indemnified Party acted as volunteer or waived its right to defense, indemnification, or insurance coverage reimbursement in accordance with this Agreement. The Indemnifying Party Seller understands and agrees that it shall be responsible for any and all reasonable costs and expenses incurred by Indemnified Parties to enforce this indemnification provision. Such costs incurred by the Indemnified Parties can include attorney’s fees and expenses for litigation, accounting, consulting or engineering fees and related expenses, judgments, liens and encumbrances arising from such lawsuits, actions or claims whenever made or incurred. Furthermore, the Indemnifying Party Seller shall, at its sole cost and expense, testify, as required by the Indemnified Parties, at any judicial or administrative proceeding, or deposition, and shall be responsible to reimburse the Indemnified Parties for any damages the Indemnified Parties pays as a result of the Indemnifiying PartySeller’s failure to comply with its indemnification obligations under this Article. Service Agreement No. 1631

Defense and Costs. The Party having the indemnification obligation under Section 4.4, above, (the “Indemnifying Party”) Buyer shall take prompt action to defend and indemnify the persons or entities entitled to be indemnified pursuant to Section 4.4 (the “each Indemnified Parties”) Party against claims, actual or threatened, but in no event later than notice by the Indemnified Party to the Indemnifying Party or Parties Buyer of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. The Indemnifying Party Buyer shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to the Indemnified Party, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that the Indemnifying Buyer (i) fails to promptly undertake such defense, (ii) fails to pay such defense costs and damages, (iii) uses counsel not reasonably acceptable to the Indemnified Parties Party(ies) or (iv), does not allow the Indemnified Parties Party(ies) to be part of the settlement or compromise discussions, then the Indemnified Party(ies) shall have the right, but not the obligation, to undertake such defense and settlement discussions. In the event an Indemnified Party undertakes its own defense or pays any associated damages, whether by settlement or pursuant to judicial order, judgment or decree, then the Indemnifying Party Buyer shall not raise or plead as a defense to a claim by the Indemnified Party for reimbursement for all or any part of the expense so incurred that in doing so the Indemnified Party acted as volunteer or waived its right to defense, indemnification, or insurance coverage reimbursement in accordance with this Agreement. The Indemnifying Party Buyer understands and agrees that it shall be responsible for any and all reasonable costs and expenses incurred by Indemnified Parties to enforce this indemnification provision. Such costs incurred by the Indemnified Parties can include attorney’s fees and expenses for litigation, accounting, consulting or engineering fees and related expenses, judgments, liens and encumbrances arising from such lawsuits, actions or claims whenever made or incurred. Furthermore, the Indemnifying Party Buyer shall, at its sole cost and expense, testify, as required by the Indemnified Parties, at any judicial or administrative proceeding, or deposition, and shall be responsible to reimburse the Indemnified Parties for any damages the Indemnified Parties pays pay as a result of the Indemnifiying PartyBuyer’s failure to comply with its indemnification obligations under this Article. eemm tthhee sssseettss