Defense by Indemnified Party. If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to assume the defense of the Third-Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third-Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in good faith or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED, HOWEVER, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third-Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this Section 7.2, if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third-Party Claim and if such dispute is resolved in all respects in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.2, and the Indemnifying Party will bear its own costs and expenses with respect to such participation.
Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim but declines to assume and control the defense thereof or fails to give notice of its intention to do so to the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Party shall have the right to assume and control the defense of such Third Party Claim; the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as are reasonably required by the Indemnified Party; and the Indemnifying Party shall be permitted to join in the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld.
Defense by Indemnified Party. If, upon receiving notice, the Indemnifying Party does not undertake to defend such matter within thirty (30) days to which the Indemnified Party is entitled to indemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, in its sole and absolute discretion, and the Indemnifying Party shall reimburse the Indemnified Party to the extent the amount paid in such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith are indemnifiable Losses under this Agreement.
Defense by Indemnified Party. If the indemnifying party does not assume the Defense of a Claim as required by this Agreement, the indemnifying party shall have the right, at the sole cost and expense of the indemnifying party, to defend and settle such Claim and to employ its own counsel in connection therewith. In this event, the indemnified party may effect any compromise or settlement of such Claim without the consent of the indemnifying party.
Defense by Indemnified Party. The Indemnified Party shall (i) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such claim, (ii) use its reasonable efforts to minimize the cost of defending such claim and (iii) permit the Indemnifying Party to participate in the defense of such claim through separate co-counsel at its sole cost and expense. The Indemnifying Party will not enter into any settlement with respect to such Third-Party Claim without the written consent of the Indemnified Party (such consent not to be unreasonably withheld).
Defense by Indemnified Party. If the Indemnifying Party (A) chooses not to defend the Third-Party Claim, (B) chooses to defend the Third-Party Claim but any time thereafter fails to prosecute or defend vigorously and diligently or settle (subject to the prior written consent of the Indemnified Party (not to be unreasonably conditioned, withheld or delayed)) the Third-Party Claim, or (C) agrees in writing or if there is a conflict as described in Section 8.3(a)(ii), then the Indemnified Party will have the right (but not the obligation) to defend the Third-Party Claim with counsel (including relevant local counsel) of its choice, at the sole cost and expense of the Indemnifying Party. If it elects to defend the Third-Party Claim, the Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third-Party Claim that the Indemnified Party is contesting. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.3, and the Indemnifying Party will bear its own costs and expenses with respect to such participation.
Defense by Indemnified Party. Notwithstanding the foregoing, an Indemnified Party may elect in its sole and absolute discretion at any time to conduct its own defense of any action or proceeding that may be brought against it or to which it may be a party. In such event, Borrower shall be conclusively liable for the results obtained by the Indemnified Party, including without limitation the amount of any judgment or good faith, out-of-court settlement or compromise. In addition, Borrower shall be liable for any and all costs and expenses, including, but not limited to, all reasonable attorney’s fees, that the Indemnified Party incurs.
Defense by Indemnified Party. In the event the Indemnifying Party shall elect not to undertake such defense by its own representatives, the Indemnifying Party shall give
Defense by Indemnified Party. If the Indemnifying Party does not ---------------------------- assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense; provided, however, that the Indemnified Party may not compromise or settle any such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend such third-party claim in a reasonably prudent manner.
Defense by Indemnified Party. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such matter as it may deem appropriate including but not limited to settling such claim or litigation, on such terms as the Indemnified Party may deem appropriate and Seller will promptly reimburse Indemnified Party for the amount of such settlement, together with the amount of all reasonable expenses and costs, legal or otherwise, incurred by Indemnified Party in connection with the defense or settlement of such claim or litigation. If no settlement of such claim or litigation is made, in the sole discretion of Indemnified Party, the Indemnifying Party shall promptly reimburse Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and for all reasonable expenses and costs, legal or otherwise, incurred by the Indemnified Party in defending against such claim or litigation. The reimbursement required herein by the Indemnifying Party shall be made within twenty (20) Business Days after the Indemnified Party has demanded such reimbursement in writing from the Indemnifying Party together with appropriate documentation thereof.
