Common use of Defense Assumed Clause in Contracts

Defense Assumed. If the Indemnifying Party assumes defense of a 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 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 Third Party Action, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending Third Party Actions other than those described in Sections 7.1 or 7.2, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a Third Party Action for which the Indemnifying Party assumed defense was not eligible for indemnification 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 Losses incurred in connection with such Third Party Action.

Defense Assumed. If the Indemnifying Party assumes defense of a 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 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 Third Party Action, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending Third Party Actions other than those described in Sections 7.1 13.1, 13.2 or 7.215.3, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a Third Party Action for which the Indemnifying Party assumed defense was not eligible for indemnification under Sections 7.1 13.1, 13.2 or 7.215.3, as applicable, within *** following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all Losses incurred in connection with such Third Party Action.

Defense Assumed. If the Indemnifying Party assumes defense of a Third Party Action third party Claim 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 Third Party Action 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 Third Party Actionthird party Claim, the Indemnifying Party shall have sole control over such defense. The Indemnifying Party shall not be responsible for defending Third Party Actions any claims other than those described in Sections 7.1 13.1 or 7.213.2, as applicable, even if brought in the same suit. In addition to the foregoing, if a court of competent jurisdiction later determines that a Third Party Action third party Claim for which the Indemnifying Party assumed defense was not eligible for indemnification under Sections 7.1 13.1 or 7.213.2, as applicable, within *** following such determination, the Indemnified Party shall reimburse the Indemnifying Party in full for all Losses judgments, costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Third Party Actionthird party Claim.