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 at the Indemnifying Party’s sole expense (provided that the Indemnifying Party shall not be required to pay the Indemnified Party for time spent by the employees of the Indemnified Party or its Affiliates providing such reasonable cooperation) with the Indemnifying Party in the defense of such claim Third Party Action 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 claimThird Party Action, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending any claims Third Party Actions other than those described in Section 13.2 Sections 7.1 or any other provision of the Agreement whereby a Party agrees to indemnify the other Party7.2, 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 Third Party Action for which the Indemnifying Party assumed defense was not eligible for indemnification hereunder under Sections 7.1 or 7.2, as applicable, within *** following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all judgments, costs and expenses (including reasonable attorneys’ fees) Losses incurred in connection with such claimThird Party Action.

Defense Assumed. If the Indemnifying Party assumes defense of a claim third party Claim as described herein, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim third party Claim and may be represented, at the Indemnified Party’s expense, by counsel of its choice, provided provided, that, where the Indemnifying Party has assumed defense of a claimthird party 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 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 third party Claim for which the Indemnifying Party assumed defense was not eligible for indemnification hereunder under Sections 13.1 or 13.2, as applicable, 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 claimthird party Claim.

Defense Assumed. If the Indemnifying Party indemnifying party assumes defense of a claim Claim as described herein, : (a ) the Indemnified Party indemnified party shall reasonably cooperate with the Indemnifying Party indemnifying party in the defense of such claim and Claim; (b) may be represented, at the Indemnified Party’s indemnified party's expense, by counsel of its choice; provided that such counsel shall not have any control over the defense or settlement of the Claim; and (c) except for cooperation costs as provided specifically in Section 11 or 12 of this Attachment, provided that, where the Indemnifying Party has assumed indemnified party shall bear any and all other costs related to its involvement in the defense of a claimClaim that it incurs without the indemnifying party's prior consent; provided, however, that the Indemnifying Party indemnifying party shall have sole control over such defensereimburse the indemnified party for all reasonable costs and expenses incurred by the indemnified party prior to assumption of the defense by the indemnifying party. The Indemnifying Party 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 PartyClaims, 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 '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.

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.