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. In the event that the Indemnifying Person declines to assume the defense of such Third-Party Claim or is not entitled to assume the defense of such Third-Party Claim according to subsection (b) above, then the Indemnified Person will have the right to assume the defense of such Third-Party Claim with counsel of its choosing, provided that such counsel is reasonably satisfactory to the Indemnifying Person. If the Partnership fails Indemnified Person assumes the defense of the Third-Party Claim in accordance with this subsection (c), then: (i) The Indemnified Person shall keep Indemnifying Person informed of all material developments relating 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 Third-Party Claim. Indemnifying Person shall have the right to defendreceive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not waive any privilege. (ii) Indemnifying Person may retain separate co-counsel and participate in the defense of such Third-Party Claim or settlement negotiations with respect to such Third-Party Claim at the sole its own cost and expense expense, but shall not be entitled to determine or conduct the defense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person such Third-Party Claim or settlement negotiations with respect to a final conclusion or settled. In such event, the Third-Party Claim. (iii) The Indemnified Person shall have full control not consent to the entry of any judgment or enter into any settlement or compromise of such defense and proceedings, provided, however, that Third-Party Claim without the Partnership’s consent, prior written consent of Indemnifying Person (which consent shall not be unreasonably withheld, the Indemnified Person may not enter into any conditioned or delayed), unless (1) such judgment, settlement or 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 includes an unconditional release from all liability with respect to which the Partnership is obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership claim in favor 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 does not involve any claim related to finding or admission of wrongdoing by the Indemnified Loss that Indemnifying Person, and (2) the Indemnified Person stipulates in writing that there are no Damages for which it is contestingentitled to indemnification under this Article 12 in connection with such judgment, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim settlement or any cross-complaint against any Personcompromise.

Defense by Indemnified Person. In the event that the Indemnifying Person declines to assume the defense of such Third-Party Claim, then the Indemnified Person will have the right to assume the defense of such Third-Party Claim with counsel of its choosing, provided that such counsel is reasonably satisfactory to the Indemnifying Person. If the Partnership fails Indemnified Person assumes the defense of the Third-Party Claim in accordance with this subsection (b), then: (i) The Indemnified Person shall keep Indemnifying Person informed of all material developments relating 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 Third-Party Claim. Indemnifying Person shall have the right to defendreceive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not waive any privilege. (ii) Indemnifying Person may retain separate co-counsel and participate in the defense of such Third-Party Claim or settlement negotiations with respect to such Third-Party Claim at the sole its own cost and expense expense, but shall not be entitled to determine or conduct the defense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person such Third-Party Claim or settlement negotiations with respect to a final conclusion or settled. In such event, the Third-Party Claim. (iii) The Indemnified Person shall have full control not consent to the entry of any judgment or enter into any settlement or compromise of such defense and proceedings, provided, however, that Third-Party Claim without the Partnership’s consent, prior written consent of Indemnifying Person (which consent shall not be unreasonably withheld, the Indemnified Person may not enter into any conditioned or delayed), unless (1) such judgment, settlement or 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 includes an unconditional release from all liability with respect to which the Partnership is obligated to indemnify such Indemnified Person, the Indemnified Person shall inform the Partnership claim in favor 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 does not involve any claim related to finding or admission of wrongdoing by the Indemnified Loss that Indemnifying Person, and (2) the Indemnified Person stipulates in writing that there are no Damages for which it is contestingentitled to indemnification under this Article 12 in connection with such judgment, or, if appropriate and related to the claim in question, in making any compulsory counterclaim against the Person asserting the claim settlement or any cross-complaint against any Personcompromise.

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-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 In the Partnership fails event that Acquiror or Seller gives Indemnitor a Notice of Claim and Indemnitor does not thereafter promptly assume or declines to diligently promptly defend assume the defense of such Third-Party Claim or settle is not entitled to assume the claim or action after notice, which failure continues for more than thirty (30defense of such Third-Party Claim according to Section 12.5(b) days after such noticeabove, then in that event the Indemnified Person will have the right to assume and control the defense of such Third-Party Claim with counsel of its choosing (which reasonable fees and expenses of such counsel shall constitute Damages to which Indemnitor is responsible if the Claim underlying such Third-Party Claim is a Claim for which the Indemnified Person is entitled to indemnification hereunder). If the Indemnified Person assumes the defense of the Third-Party Claim in accordance with this Section 12.5(c), then: (i) The Indemnified Person shall keep Indemnitor informed of all material developments relating to such Third-Party Claim. Indemnitor shall have the right to defendreceive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not waive any privilege. (ii) Indemnitor may retain separate co-counsel and participate in the defense of such Third-Party Claim or settlement negotiations with respect to such Third-Party Claim at the sole its own cost and expense expense, but shall not be entitled to determine or conduct the defense of the Partnership, the claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Person such Third-Party Claim or settlement negotiations with respect to a final conclusion or settled. In such event, the Third-Party Claim. (iii) The Indemnified Person shall have full control not consent to the entry of any judgment or enter into any settlement or compromise of such defense and proceedings, provided, however, that Third-Party Claim without the Partnership’s consent, prior written consent of Indemnitor (which consent shall not be unreasonably withheld, the Indemnified Person may not enter into any conditioned or delayed), unless (1) such judgment, settlement or 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 includes an unconditional release from all liability 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 questionfavor of the Indemnified Person or (2) the Indemnified Person stipulates in writing that there are no Damages for which it is entitled to indemnification under this Article 12 in connection with such judgment, in making any compulsory counterclaim against the Person asserting the claim settlement or any cross-complaint against any Personcompromise.

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.