Common use of Defense by Indemnified Party Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alphanet Solutions Inc), Asset Purchase Agreement (Snap2 Corp)

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Defense by Indemnified Party. If the indemnifying party does not assume the Defense of a Claim as required by this Agreement(whether because it elects not to or has no right to), the indemnifying party shall have the right, at the its sole cost and expense of the indemnifying partyexpense, to defend and settle participate in the Defense of such Claim and to employ its own counsel in connection therewith. In this event; provided, however, the indemnified party may effect any compromise or settlement of such Claim without the consent of the indemnifying party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transcrypt International Inc)

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Defense by Indemnified Party. If the indemnifying party does not assume the Defense of a Claim as required by this Agreement(whether because it elects not to or has no right to), the indemnifying party shall have the right, at the its sole cost and expense of the indemnifying partyexpense, to defend and settle participate in the Defense of such Claim and to employ its own counsel in connection therewith. In this event; provided, however, the indemnified party may not effect any compromise or settlement of such Claim without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Series B Preferred Stock and Warrant Purchase Agreement (Transcrypt International Inc)

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