Common use of Defense by Indemnified Person Clause in Contracts

Defense by Indemnified Person. If the Partnership fails to diligently promptly defend or settle the claim or action after notice, which failure continues for more than thirty (30) days after such notice, then in that event the Indemnified Person shall have the right to defend, at the sole cost and expense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person to a final conclusion or settled. In such event, the Indemnified Person shall have full control of such defense and proceedings, provided, however, that without the Partnership’s consent, which shall not be unreasonably withheld, the Indemnified Person may not enter into any compromise or settlement of such claim; and provided, further, however, that if the Indemnified Person receives a bona fide offer of monetary settlement (without the requirement for material nonmonetary settlement terms that the Indemnified Person in its sole discretion determines to be contrary to the Indemnified Person’s best interests) for any such claim with respect to which the Partnership is obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership of the proposed settlement terms and if the Partnership is willing and able to pay such settlement upon its terms but the Indemnified Person is not willing to settle on such terms, the maximum indemnification that the Partnership must provide to the Indemnified Person with respect to such claim shall be the amount of such bona fide offer of settlement the Partnership was willing and able to pay (plus expenses and costs, including reasonable attorneys’ fees, incurred to the date such settlement offer is rejected by the Indemnified Person). If requested by the Indemnified Person, the Partnership shall, at its sole cost and expense, cooperate with the Indemnified Person and its counsel in contesting any claim related to the Indemnified Loss that the Indemnified Person is contesting, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim or any cross-complaint against any Person.

Defense by Indemnified Person. If the Partnership fails to ----------------------------- diligently promptly defend or settle the claim or action after notice, which failure continues for more than thirty (30) days after such notice, then in that event the Indemnified Person shall have the right to defend, at the sole cost and expense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person to a final conclusion or settled. In such event, the Indemnified Person shall have full control of such defense and proceedings, provided, however, that without the Partnership’s 's consent, which shall not be unreasonably withheld, the Indemnified Person may not enter into any compromise or settlement of such claim; and provided, further, however, that if the Indemnified Person receives a bona fide offer of monetary settlement (without the requirement for material nonmonetary settlement terms that the Indemnified Person in its sole discretion determines to be contrary to the Indemnified Person’s 's best interests) for any such claim with respect to which the Partnership is obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership of the proposed settlement terms and if the Partnership is willing and able to pay such settlement upon its terms but the Indemnified Person is not willing to settle on such terms, the maximum indemnification that the Partnership must provide to the Indemnified Person with respect to such claim shall be the amount of such bona fide offer of settlement the Partnership was willing and able to pay (plus expenses and costs, including reasonable attorneys’ ' fees, incurred to the date such settlement offer is rejected by the Indemnified Person). If requested by the Indemnified Person, the Partnership shall, at its sole cost and expense, cooperate with the Indemnified Person and its counsel in contesting any claim related to the Indemnified Loss that the Indemnified Person is contesting, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim or any cross-complaint against any Person.

Defense by Indemnified Person. If the Partnership fails Indemnifying Parties ----------------------------- fail to diligently and promptly defend or settle the claim or action after notice, which failure continues for more than thirty (30) days after such notice, or if the Indemnified Person is the Partnership or one or more of the Bechtel Partners, then in that event the Indemnified Person shall have the right to defend, at the sole cost and expense of the PartnershipIndemnifying Parties, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person to a final conclusion or settled. In such eventIf the preceding sentence applies, the Indemnified Person shall have full control of such defense and proceedings, provided, however, that without the Partnership’s Indemnifying -------- ------- Parties' consent, which shall not be unreasonably withheld, the Indemnified Person may not enter into any compromise or settlement of such claim; and provided, further, however, that if the Indemnified Person receives a bona fide -------- ------- ------- offer of monetary settlement (without the requirement for material nonmonetary settlement terms that the Indemnified Person in its sole discretion determines to be contrary to the Indemnified Person’s 's best interests) for any such claim with respect to which the Partnership is Indemnifying Parties are obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership Indemnifying Parties of the proposed settlement terms and if the Partnership is Indemnifying Parties are willing and able to pay such settlement upon its terms but the Indemnified Person is not willing to settle on such terms, the maximum indemnification that the Partnership Indemnifying Parties must provide to the Indemnified Person with respect to such claim shall -74- be the amount of such bona fide offer of settlement the Partnership was Indemnifying Parties were willing and able to pay (plus expenses and costs, including reasonable attorneys’ ' fees, incurred to the date such settlement offer is rejected by the Indemnified Person). If requested by the Indemnified Person, the Partnership Indemnifying Parties shall, at its the sole cost and expenseexpense of the Indemnifying Parties, cooperate with the Indemnified Person and its counsel in contesting any claim related to the Indemnified Loss that the Indemnified Person is contesting, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim or any cross-complaint against any Person.

Defense by Indemnified Person. If the Partnership fails ----------------------------- to diligently promptly defend or settle the claim or action after notice, which failure continues for more than thirty (30) days after such notice, then in that event the Indemnified Person shall have the right to defend, at the sole cost and expense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person to a final conclusion or settled. In such event, the Indemnified Person shall have full control of such defense and proceedings, provided, however, that without the Partnership’s 's consent, which shall not be unreasonably withheld, the Indemnified Person may not enter into any compromise or settlement of such claim; and provided, further, however, that if the Indemnified Person receives a bona fide offer of monetary settlement (without the requirement for material nonmonetary settlement terms that the Indemnified Person in its sole discretion determines to be contrary to the Indemnified Person’s 's best interests) for any such claim with respect to which the Partnership is obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership of the proposed settlement terms and if the Partnership is willing and able to pay such settlement upon its terms but the Indemnified Person is not willing to settle on such terms, the maximum indemnification that the Partnership must provide to the Indemnified Person with respect to such claim shall be the amount of such bona fide offer of settlement the Partnership was willing and able to pay (plus expenses and costs, including reasonable attorneys’ ' fees, incurred to the date such settlement offer is rejected by the Indemnified Person). If requested by the Indemnified Person, the Partnership shall, at its sole cost and expense, cooperate with the Indemnified Person and its counsel in contesting any claim related to the Indemnified Loss that the Indemnified Person is contesting, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim or any cross-complaint against any Person.

Defense by Indemnified Person. If the Partnership fails to ----------------------------- diligently promptly defend or settle the claim or action after notice, which failure continues for more than thirty (30) days after such notice, then in that event the Indemnified Person shall have the right to defend, at the sole cost and expense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person to a final conclusion or settled. In such event, the Indemnified Person shall have full control of such defense and proceedings, provided, however, that without the Partnership’s 's consent, which shall not be unreasonably withheld, the Indemnified Person may not enter into any compromise or settlement of such claim; and provided, further, however, that if the Indemnified Person receives a bona fide offer of monetary settlement (without the requirement for material nonmonetary settlement terms that the Indemnified Person in its sole discretion determines to be contrary to the Indemnified Person’s 's best interests) for any such claim with respect to which the Partnership is obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership of the proposed settlement terms and if the Partnership is willing and able to pay such settlement upon its terms but the Indemnified Person is not willing to settle on such terms, the maximum indemnification that the Partnership must provide to the Indemnified Person with respect to such claim shall be the amount of such bona fide offer of settlement the Partnership was willing and able to pay (plus expenses and costs, including reasonable attorneys’ ' fees, incurred to the date such settlement offer is rejected by the Indemnified Person). If requested by the Indemnified Person, the Partnership shall, at its sole cost and expense, cooperate with the Indemnified Person and its counsel in contesting any claim related to the Indemnified Loss that the Indemnified Person is contesting, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim or any cross-cross- complaint against any Person.