Common use of Defense by Indemnified Party Clause in Contracts

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 the Indemnifying Party acknowledges in writing its obligation to indemnify does not assume the defense of any such Third Party Claim, the Indemnified Party with respect to may defend against such Third Party Claim but declines and settle or compromise the same, after giving notice thereof to assume and control the defense thereof or fails to give notice of its intention to do so to Indemnifying Party, on such terms as the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from may deem appropriate, and the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Indemnifying Party shall have the right be entitled to assume participate in (but not control) such defense with its own counsel and control the defense of such Third Party Claim; the at its own expense. 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 the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; . If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder, unless suit shall have been instituted against it and the Indemnifying Party shall be permitted to join in not have assumed 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 withheldsuit after notification as provided in Section 13.3.

Defense by Indemnified Party. If an Indemnified Party asserts it is entitled to a defense of the Third-Party Claim under Section 16.2, and the Indemnifying Party acknowledges does not timely elect to assume control of the defense, then: (i) if it is finally determined in writing its obligation a non-appealable final judgment of a court of competent jurisdiction that the Indemnifying Party was obligated to indemnify provide such defense, all costs and expenses incurred by the Indemnified Party with respect to such Third defend the Third-Party Claim but declines shall be for the account of the Indemnifying Party; (ii) whether or not the Indemnifying Party is obligated to assume and control provide such defense, the defense thereof or fails to give notice of its intention to do so Indemnifying Party shall make available to the Indemnified Party within fifteen (15) days after its receipt all non-privileged documents and materials in the possession or control of notice of such Third the Indemnifying Party relating to the Third-Party Claim from and provide such other information and assistance that the Indemnified Party shall reasonably deem necessary to the proper defense of the Third-Party Claim; (iii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to the defense of the Third-Party Claim, and provide copies of any materials disclosed to the claimant or fails to provide plaintiff in connection with the Reasonable Assurances, defense of the Third-Party Claim; and (iv) the Indemnified Party shall have the right to assume and control the defense of settle, adjust, or compromise such Third Third-Party Claim; the Indemnifying Party shall cooperate Claim 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 such consent not to be unreasonably withheld, delayed or conditioned.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify does not assume the defense of any such Third Party Claim, the Indemnified Party with respect to may defend against such Third Party Claim but declines and settle or compromise the same, after giving notice thereof to assume and control the defense thereof or fails to give notice of its intention to do so to Indemnifying Party, on such terms as the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from may deem appropriate, and the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Indemnifying Party shall have the right be entitled to assume participate in (but not control) such defense with its own counsel and control the defense of such Third Party Claim; the at its own expense. 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 the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; . If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder, unless suit shall have been instituted against it and the Indemnifying Party shall be permitted to join in not have assumed 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 withheldsuit after notification as provided in Section 13.4.

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 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s '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 the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such a 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 thirty (1530) days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable AssurancesParty, the Indemnified Party shall have the right to assume and control the defense of such Third Party Claim; the Indemnifying Party shall reasonably 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 requested 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 an Indemnified Party asserts it is entitled to a defense of the Third-Party Claim under Section 16.2, and the Indemnifying Party acknowledges does not timely elect to assume control of the defense, or elects to assume control of the defense but does not continue to conduct such defense in writing its obligation a diligent manner, then: (i) if it is finally determined in a non-appealable final judgment of a court of competent jurisdiction that the Indemnifying Party was obligated to provide such defense or otherwise indemnify the Indemnified Party with in respect of such Third-Party Claim, all reasonable costs and expenses incurred by the Indemnified Party to such Third defend the Third-Party Claim but declines shall be for the account of the Indemnifying Party; (ii) whether or not the Indemnifying Party is obligated to assume and control provide such defense, the defense thereof or fails to give notice of its intention to do so Indemnifying Party shall make available to the Indemnified Party within fifteen (15) days after its receipt all non-privileged documents and materials in the possession or control of notice of such Third the Indemnifying Party relating to the Third-Party Claim from that the Indemnified Party or fails shall reasonably deem necessary to provide the Reasonable Assurances, proper defense of the Third-Party Claim; and (iii) the Indemnified Party shall have the right to assume and control the defense of settle, adjust, or compromise such Third Third-Party Claim; the Indemnifying Party shall cooperate Claim 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 such consent not to be unreasonably withheld, provided that no such consent shall be required to the extent the Indemnified Party does not seek indemnification of the Indemnifying Party with respect thereto.

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) 30 days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable AssurancesParty, 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 an Indemnified Party asserts it is entitled to a defense of the Third-Party Claim under Section 16.2, and the Indemnifying Party acknowledges does not timely elect to assume control of the defense, or elects to assume control of the defense but does not continue to conduct such defense in writing its obligation a diligent manner, then: (i) if it is finally determined in a non-appealable final judgment of a court of competent jurisdiction that the Indemnifying Party was obligated to indemnify provide such defense, all costs and expenses incurred by the Indemnified Party with respect to such Third defend the Third-Party Claim but declines shall be for the account of the Indemnifying Party; (ii) whether or not the Indemnifying Party is obligated to assume and control provide such defense, the defense thereof or fails to give notice of its intention to do so Indemnifying Party shall make available to the Indemnified Party within fifteen (15) days after its receipt all non-privileged documents and materials in the possession or control of notice of such Third the Indemnifying Party relating to the Third-Party Claim from and provide such other information and assistance that the Indemnified Party shall reasonably deem necessary to the proper defense of the Third-Party Claim; (iii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to the defense of the Third-Party Claim, and provide copies of any materials disclosed to the claimant or fails to provide plaintiff in connection with the Reasonable Assurances, defense of the Third-Party Claim; and (iv) the Indemnified Party shall have the right to assume and control the defense of settle, adjust, or compromise such Third Third-Party Claim; the Indemnifying Party shall cooperate Claim 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 such consent not to be unreasonably withheld, delayed or conditioned.

Defense by Indemnified Party. If an Indemnified Party asserts it is entitled to a defense of the Third-Party Claim under Section 16.2, and the Indemnifying Party acknowledges does not timely elect to assume control of the defense, or elects to assume control of the defense but does not continue to conduct such defense in writing its obligation a diligent manner, then: (i) if it is finally determined in a non-appealable final judgment of a court of competent jurisdiction that the Indemnifying Party was obligated to indemnify provide such defense, all costs and expenses incurred by the Indemnified Party with respect to such Third defend the Third- Party Claim but declines shall be for the account of the Indemnifying Party; (ii) whether or not the Indemnifying Party is obligated to assume and control provide such defense, the defense thereof or fails to give notice of its intention to do so Indemnifying Party shall make available to the Indemnified Party within fifteen (15) days after its receipt all non-privileged documents and materials in the possession or control of notice of such Third the Indemnifying Party relating to the Third-Party Claim from and provide such other information and assistance that the Indemnified Party shall reasonably deem necessary to the proper defense of the Third-Party Claim; (iii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to the defense of the Third-Party Claim, and provide copies of any materials disclosed to the claimant or fails to provide plaintiff in connection with the Reasonable Assurances, defense of the Third-Party Claim; and (iv) the Indemnified Party shall have the right to assume and control the defense of settle, adjust, or compromise such Third Third-Party Claim; the Indemnifying Party shall cooperate Claim 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 such consent not to be unreasonably withheld, delayed or conditioned.

Defense by Indemnified Party. If an Indemnified Party asserts it is entitled to a defense of the Third-Party Claim under Section 15.3, and the Indemnifying Party acknowledges does not timely elect to assume control of the defense, or elects to assume control of the defense but does not continue to conduct such defense in writing its obligation a diligent manner, or elects to indemnify assume control of the defense of claims subject to limitations or reservation of rights, or if the Indemnified Party with respect exercises its right to such Third Party Claim but declines to assume and control the defense thereof pursuant to Section 15.5(a), then: (i) if it is finally determined in a non-appealable final judgment of a court of competent jurisdiction that the Indemnifying Party was obligated to provide such defense, all reasonable costs and expenses incurred by the Indemnified Party to defend the Third-Party Claim shall be for the account of the Indemnifying Party; (ii) whether or fails not the Indemnifying Party is obligated to give notice of its intention to do so provide such defense, the Indemnifying Party shall make available to the Indemnified Party within fifteen (15) days after its receipt all non-privileged documents and materials in the possession or control of notice of such Third the Indemnifying Party relating to the Third-Party Claim from and provide such other information and assistance that the Indemnified Party shall reasonably deem necessary to the proper defense of the Third-Party Claim; (iii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to the defense of the Third-Party Claim, and provide copies of any materials disclosed to the claimant or fails to provide plaintiff in connection with the Reasonable Assurances, defense of the Third-Party Claim; and (iv) the Indemnified Party shall have the right to assume and control the defense of settle, adjust, or compromise such Third Third-Party Claim; the Indemnifying Party shall cooperate Claim 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 such consent not to be unreasonably withheld, delayed or conditioned.

Defense by Indemnified Party. If the Indemnifying Party PARTY acknowledges in writing its obligation to indemnify the Indemnified Party PARTY with respect to such Third Party 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 PARTY within fifteen (15) days after its receipt of notice of such Third Party PARTY Claim from the Indemnified Party PARTY or fails to provide the Reasonable Assurances, the Indemnified Party PARTY shall have the right to assume and control the defense of such Third Party PARTY Claim; the Indemnifying Party PARTY shall cooperate with the Indemnified Party PARTY in such defense and make available to the Indemnified PartyPARTY, at the Indemnifying PartyPARTY’s expense, all such witnesses, records, materials and information in the Indemnifying PartyPARTY’s possession or under its control relating thereto as are reasonably required by the Indemnified PartyPARTY; and the Indemnifying Party PARTY shall be permitted to join in the defense of (but not control) such Third Party PARTY Claim and employ counsel at its expense. No such Third Party PARTY Claim may be settled by the Indemnified Party PARTY without the prior written consent of the Indemnifying PartyPARTY, which shall not be unreasonably withheld.