Common use of Defense Assumed Clause in Contracts

Defense Assumed. If the Indemnifying Party assumes defense of a claim as described herein, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim and may be represented, at the Indemnified Party’s expense, by counsel of its choice, provided that, where the Indemnifying Party has assumed defense of a claim, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending any claims other than those described in Section 13.2 or any other provision of the Agreement whereby a Party agrees to indemnify the other Party, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a claim for which the Indemnifying Party assumed defense was not eligible for indemnification hereunder within *** following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all judgments, costs and expenses (including reasonable attorneys’ fees) incurred in connection with such claim.

Defense Assumed. If the Indemnifying Party assumes defense of a claim Claim as described herein, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim Claim and may be represented, at the Indemnified Party’s expense, by counsel of its choice, provided that, where the Indemnifying Party has assumed defense of a claimClaim, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending any claims other than those described in Section 13.2 Sections 9.1 or any other provision of the Agreement whereby a Party agrees to indemnify the other Party9.2, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a claim Claim for which the Indemnifying Party assumed defense was not eligible for indemnification hereunder under Sections 9.1 or 9.2, as applicable, within *** thirty (30) calendar days following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all judgments, costs and expenses (including reasonable attorneys’ fees) incurred in connection with such claimClaim.

Defense Assumed. If the Indemnifying Party assumes defense of a claim Third Party Action as described herein, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim Action and may be represented, at the Indemnified Party’s 's expense, by counsel of its choice, provided that, where the Indemnifying Party has assumed defense of a claimThird Party Action, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending any claims other than those described in Section 13.2 SECTIONS 13.1 or any other provision of the Agreement whereby a Party agrees to indemnify the other Party13.2, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a claim an Action for which the Indemnifying Party assumed defense was not eligible for indemnification hereunder under SECTIONS 13.1 or 13.2, as applicable, within *** thirty (30) calendar days following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all judgments, costs and expenses (including reasonable attorneys’ ' fees) incurred in connection with such claimAction.

Defense Assumed. If the Indemnifying Party assumes defense of a claim Claim as described herein, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim Claim and may be represented, at the Indemnified Party’s 's expense, by counsel of its choice, provided that, where the Indemnifying Party has assumed defense of a claimClaim, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending any claims other than those described in Section 13.2 Sections 8.1 or any other provision of the Agreement whereby a Party agrees to indemnify the other Party8.2, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a claim Claim for which the Indemnifying Party assumed defense was not eligible for indemnification hereunder under Sections 8.1 or 8.2, as applicable, within *** thirty (30) calendar days following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all judgments, costs and expenses (including without limitation reasonable attorneys’ ' fees) incurred in connection with such claimClaim.