Common use of Defense and Settlement of Indemnified Claims Clause in Contracts

Defense and Settlement of Indemnified Claims. (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense. (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

Defense and Settlement of Indemnified Claims. (a) By notice to LRC NAI BNPPLC may direct LRC NAI to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC NAI is responsible pursuant to subparagraph 5(C)(1). LRC NAI must promptly comply with any such direction using counsel selected by LRC NAI and reasonably satisfactory to BNPPLC or the other Interested Party, as applicable, to represent BNPPLC or the applicable other Interested Party, as applicable. In the event LRC NAI fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRCNAI’s expense, subject to subparagraph 5(D)(3) if that subparagraph is applicable. (b) Also, although subparagraph subparagraphs 5(D)(3) and 5(D)(4) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC NAI having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments. In all cases, however, including those which may involve Government Mandated Payments, the rights of each Interested Party to be indemnified will be subject to subparagraph 5(D)(5).

Defense and Settlement of Indemnified Claims. (a) By notice to LRC NAI BNPPLC may direct LRC NAI to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC NAI is responsible pursuant to subparagraph 5(C)(1). LRC NAI must promptly comply with any such direction using counsel selected by LRC NAI and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC NAI fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRCNAI’s expense, subject to subparagraph 5(D)(3) if that subparagraph is applicable. (b) Also, although subparagraph subparagraphs 5(D)(3) and 5(D)(4) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC NAI having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments. In all cases, however, including those which may involve Government Mandated Payments, the rights of each Interested Party to be indemnified will be subject to subparagraph 5(D)(5).

Defense and Settlement of Indemnified Claims. (a) By notice to LRC ChoicePoint BNPPLC may direct LRC ChoicePoint to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation included in or concerning any Loss for which LRC ChoicePoint is responsible pursuant to subparagraph 5(C)(1). LRC ChoicePoint must promptly comply with any such direction using counsel selected by LRC ChoicePoint and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC ChoicePoint fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRCChoicePoint’s expense, subject to subparagraph 5(D)(3) if that subparagraph is applicable. (b) Also, although subparagraph subparagraphs 5(D)(3) and 5(D)(4) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“Government Mandated Payments”) will not be conditioned in any way upon LRC ChoicePoint having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments. In all cases, however, including those which may involve Government Mandated Payments, the rights of each Interested Party to be indemnified will be subject to subparagraph 5(D)(5).