Common use of Defense by Indemnified Persons Clause in Contracts

Defense by Indemnified Persons. If the Indemnitors do not assume the defense of a Third Party Claim pursuant to Section 10.3(b), or if the Indemnified Persons assume the defense of any such Third Party Claim pursuant to Section 10.3(a)(ii)(2), then the Indemnified Persons will take steps reasonably necessary in the defense or settlement of the Third Party Claim. In such case, the Indemnified Persons may settle such Third Party Claim on such terms as the Indemnified Persons reasonably deem appropriate, and the Indemnitors will promptly pay the Indemnified Persons for the Losses incurred as a result of such settlement for which the Indemnified Persons are entitled to be indemnified. If no such settlement of such Third Party Claim is made, the Indemnitors will promptly pay the Indemnified Persons for the Losses arising out of any judgment rendered with respect to such Third Party Claim for which the Indemnified Persons are entitled to be indemnified; provided, however, that if such judgment is appealable and the Indemnified Persons notify the Indemnitors of their intention not to appeal, the Indemnitors may prosecute such appeal, at their sole cost and expense, subject to the terms set forth in this Article X. Notwithstanding anything in this Article X to the contrary, (i) the Indemnitors shall not be responsible for the fees, costs or expenses of the Indemnified Persons in excess of such fees, costs or expenses which are reasonable, and (ii) if the Indemnified Persons elect to assume the defense of any Third Party Claim, and if the Indemnified Persons then enter into a settlement or consent to a judgment in respect of such Third Party Claim without the approval of the Indemnitors (which approval will not unreasonably be withheld), then the amount of such settlement or judgment shall not be determinative of the amount of the Loss against which the Indemnified Persons are entitled to indemnification under this Article X. In connection with any settlement entered into by the Indemnified Persons and approved by the Indemnitors or, in the absence of such approval, the final determination that such settlement constitutes Losses for which the Indemnitors are liable hereunder, the Indemnified Persons shall grant to the Indemnitors an unconditional release in connection with the specific Losses to which such settlement relates, contingent upon payment by the Indemnitors of the amounts required by this Article X (which amounts shall be specified in such release). (i) If there shall be any conflicts between the provisions of this Section 10.3 and Section 6.11(c) (relating to Tax contests), the provisions of Section 6.11(c) shall control with respect to Tax contests.

Defense by Indemnified Persons. If the Indemnitors do ----------------------------------- not assume the defense of a Third Party Claim pursuant to within the 20-day period required by Section 10.3(b9.03(b), or if the Indemnified Persons assume the defense of any such Third Party Claim pursuant to Section 10.3(a)(ii)(29.03(a)(ii)(2), then the Indemnified Persons will take steps reasonably necessary may defend such Third Party Claim in the defense or settlement such manner as they may deem appropriate, in which case legal expenses of the Third Party ClaimIndemnified Persons' counsel and all other expenses incurred in such defense will be promptly paid by the Indemnitors as receipts, invoices or other reasonable evidence of such expenses are presented to the Indemnitees. In such case, the Indemnified Persons may settle such Third Party Claim on such terms as the Indemnified Persons reasonably deem appropriate, and the Indemnitors will promptly pay the Indemnified Persons for the Losses incurred as a result of such settlement for which the Indemnified Persons are entitled to be indemnified. If no such settlement of such Third Party Claim is made, the Indemnitors will promptly pay the Indemnified Persons for the Losses arising out of any judgment rendered with respect to such Third Party Claim for which the Indemnified Persons are entitled to be indemnifiedClaim; provided, however, that if such judgment is -------- ------- appealable and the Indemnified Persons notify the Indemnitors of their intention not to appeal, the Indemnitors may prosecute such appeal, at their sole cost and expense, subject to the terms set forth in this Article X. IX. Notwithstanding anything in this Article X IX to the contrary, (i) the Indemnitors shall not be responsible for the fees, costs or expenses of the Indemnified Persons in excess of such fees, costs or expenses which are reasonable, and (ii) if the Indemnified Persons elect to assume the defense of any Third Party ClaimClaim without first tendering the defense of such Third Party Claim to the Indemnitees under Section 9.03(a)(ii), and if the Indemnified Persons then enter into a settlement or consent to a judgment in respect of such Third Party Claim without the approval of the Indemnitors (which approval will not unreasonably be withheld), then the amount of such settlement or judgment shall not be determinative of the amount of the Loss against which the Indemnified Persons are entitled to indemnification under this Article X. IX. In connection with any settlement entered into by the Indemnified Persons and approved by the Indemnitors or, in the absence of such approval, the final determination that such settlement constitutes Losses for which the Indemnitors are liable hereunderIndemnitees, the Indemnified Persons shall grant to the Indemnitors an unconditional release in connection with the specific Losses to which such settlement relates, contingent upon payment by the Indemnitors of the amounts required by this Article X IX (which amounts shall be specified in such release). (i) If there shall be any conflicts between the provisions of this Section 10.3 and Section 6.11(c) (relating to Tax contests), the provisions of Section 6.11(c) shall control with respect to Tax contests.

Defense by Indemnified Persons. If the Indemnitors do not assume the defense of a Third Party Claim pursuant to within the 20-day period required by Section 10.3(b9.03(b), or if the Indemnified Persons assume the defense of any such Third Party Claim pursuant to Section 10.3(a)(ii)(29.03(a)(ii)(2), then the Indemnified Persons will take steps reasonably necessary may defend such Third Party Claim in the defense or settlement such manner as they may deem appropriate, in which case legal expenses of the Third Party ClaimIndemnified Persons' counsel and all other expenses incurred in such defense will be promptly paid by the Indemnitors as receipts, invoices or other reasonable evidence of such expenses are presented to the Indemnitees. In such case, the Indemnified Persons may settle such Third Party Claim on such terms as the Indemnified Persons reasonably deem appropriate, and the Indemnitors will promptly pay the Indemnified Persons for the Losses incurred as a result of such settlement for which the Indemnified Persons are entitled to be indemnified. If no such settlement of such Third Party Claim is made, the Indemnitors will promptly pay the Indemnified Persons for the Losses arising out of any judgment rendered with respect to such Third Party Claim for which the Indemnified Persons are entitled to be indemnifiedClaim; provided, however, that if such judgment is appealable and the Indemnified Persons notify the Indemnitors of their intention not to appeal, the Indemnitors may prosecute such appeal, at their sole cost and expense, subject to the terms set forth in this Article X. IX. Notwithstanding anything in this Article X IX to the contrary, (i) the Indemnitors shall not be responsible for the fees, costs or expenses of the Indemnified Persons in excess of such fees, costs or expenses which are reasonable, and (ii) if the Indemnified Persons elect to assume the defense of any Third Party ClaimClaim without first tendering the defense of such Third Party Claim to the Indemnitees under Section 9.03(a)(ii), and if the Indemnified Persons then enter into a settlement or consent to a judgment in respect of such Third Party Claim without the approval of the Indemnitors (which approval will not unreasonably be withheld), then the amount of such settlement or judgment shall not be determinative of the amount of the Loss against which the Indemnified Persons are entitled to indemnification under this Article X. IX. In connection with any settlement entered into by the Indemnified Persons and approved by the Indemnitors or, in the absence of such approval, the final determination that such settlement constitutes Losses for which the Indemnitors are liable hereunderIndemnitees, the Indemnified Persons shall grant to the Indemnitors an unconditional release in connection with the specific Losses to which such settlement relates, contingent upon payment by the Indemnitors of the amounts required by this Article X IX (which amounts shall be specified in such release). (i) If there shall be any conflicts between the provisions of this Section 10.3 and Section 6.11(c) (relating to Tax contests), the provisions of Section 6.11(c) shall control with respect to Tax contests.

Defense by Indemnified Persons. If the Indemnitors Indemnifying Stockholders ------------------------------ do not assume the defense of a Third Party Claim pursuant to within the 20-day period required by Section 10.3(b6.3(b), or if the Indemnified Persons assume the defense of any such Third Party Claim pursuant to Section 10.3(a)(ii)(26.3(a)(ii)(2), then the Indemnified Persons will take steps reasonably necessary may defend such Third Party Claim in the defense or settlement such manner as they may deem appropriate, in which case legal expenses of the Third Party ClaimIndemnified Persons' counsel and all other expenses incurred in such defense will be promptly paid by the Indemnifying Stockholders as receipts, invoices or other reasonable evidence of such expenses are presented to the Indemnifying Stockholders. In such case, the Indemnified Persons may settle such Third Party Claim on such terms as the Indemnified Persons reasonably deem appropriate, and the Indemnitors Indemnifying Stockholders will promptly pay the Indemnified Persons for the Losses incurred as a result of such settlement for which the Indemnified Persons are entitled to be indemnified. If no such settlement of such Third Party Claim is made, the Indemnitors Indemnifying Stockholders will promptly pay the Indemnified Persons for the Losses arising out of any judgment rendered with respect to such Third Party Claim for which the Indemnified Persons are entitled to be indemnifiedClaim; provided, however, that if such judgment is -------- ------- appealable and the Indemnified Persons notify the Indemnitors Indemnifying Stockholders of their intention not to appeal, the Indemnitors Indemnifying Stockholders may prosecute such appeal, at their sole cost and expense, expense and subject to the terms set forth in this Article X. Section 6. Notwithstanding anything in this Article X Section 6 to the contrary, (i) the Indemnitors Indemnifying Stockholders shall not be responsible for the fees, costs or expenses of the Indemnified Persons in excess of such fees, costs or expenses which are reasonable, reasonable in light of the claim for which indemnification is sought and (ii) if the Indemnified Persons elect to assume the defense of any Third Party ClaimClaim without first tendering the defense of such Third Party Claim to the Indemnifying Stockholders under Section 6.3(a)(ii), and if the Indemnified Persons then enter into a settlement or consent to a judgment in respect of such Third Party Claim without the approval of the Indemnitors Indemnifying Stockholders (which approval will not unreasonably be withheld), then the amount of such settlement or judgment shall not be determinative of the amount of the Loss against which the Indemnified Persons are entitled to indemnification under this Article X. Section 6. In connection with any settlement entered into by the Indemnified Persons and approved by the Indemnitors or, in the absence of such approval, the final determination that such settlement constitutes Losses for which the Indemnitors are liable hereunderIndemnifying Stockholders, the Indemnified Persons shall grant to the Indemnitors Indemnifying Stockholders an unconditional release in connection with the specific Losses to which such settlement relates, contingent upon payment by the Indemnitors Indemnifying Stockholders of the amounts required by this Article X Section 6 (which amounts shall be specified in such release). (i) If there shall be any conflicts between the provisions of this Section 10.3 and Section 6.11(c) (relating to Tax contests), the provisions of Section 6.11(c) shall control with respect to Tax contests.