Common use of Defense Costs Clause in Contracts

Defense Costs. If any Indemnifying Party defends an Asserted Liability in accordance with Section 12.4(a) (CLAIM NOTICES, ETC.), it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorneys' fees or other expenses incurred to defend the Asserted Liability (collectively, "DEFENSE COSTS") of the Indemnified Party (which may continue to defend, at its own expense). Notwithstanding the foregoing, if the Person asserting the Asserted Liability against the Indemnified Party claims or seeks amounts in excess of the amount set forth in Section 12.3(b) (ESCROW AND MAXIMUM INDEMNIFICATION AMOUNT), then the Indemnifying Party shall remain liable for the Defense Costs incurred by the Indemnified Party. If the Indemnified Party assumes the defense of an Asserted Liability by reason of clauses (i), (ii) or (iii) of subsection 12.4(a) (CLAIM NOTICES, ETC.) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its Defense Costs; PROVIDED, HOWEVER, the Indemnifying Parties shall not be liable for the costs of more than one counsel for all Indemnified Parties in any one jurisdiction.

Defense Costs. If any Indemnifying Party defends an Asserted Liability in accordance with Section 12.4(a) (CLAIM NOTICES, ETC.)Liability, it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorneys' attorney's fees or other expenses incurred to defend the Asserted Liability (collectively, "DEFENSE COSTSDefense Costs") of the Indemnified Party (which may continue to defend, at its own expense). Notwithstanding the foregoing, if the Person person or entity asserting the Asserted Liability against the Indemnified Party claims or seeks amounts in excess of the amount set forth in Section 12.3(b10.3(b) (ESCROW AND MAXIMUM INDEMNIFICATION AMOUNTCap), then the Indemnifying Party shall remain liable for the Defense Costs incurred by the Indemnified Party. If the Indemnified Party assumes the defense of an Asserted Liability by reason of clauses (i), (ii) or (iii) of subsection 12.4(a) (CLAIM NOTICES, ETC.a) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its Defense Costs; PROVIDEDprovided, HOWEVERhowever, the Indemnifying Parties shall not be liable for the costs of more than one counsel for all Indemnified Parties in any one jurisdiction. An Indemnifying Party may settle any Asserted Liability only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Defense Costs. If any Indemnifying Party defends an Asserted Liability in accordance with Section 12.4(a) (CLAIM NOTICES, ETC.)Liability, it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorneys' fees or other expenses incurred to defend the Asserted Liability (collectively, "DEFENSE COSTS") of the ). The Indemnified Party (which may continue to defend, participate in the defense at its own expense). Notwithstanding the foregoing, if the Person asserting the Asserted Liability against the Indemnified Party claims or seeks amounts in excess of the amount set forth in Section 12.3(b) (ESCROW AND MAXIMUM INDEMNIFICATION AMOUNT), then the Indemnifying Party shall remain liable for the Defense Costs incurred by the Indemnified Party. If the Indemnified Party assumes the defense of an Asserted Liability by reason of clauses (i), (ii) or (iii) of subsection 12.4(a) (CLAIM NOTICES, ETC.) above, or because the Indemnifying Party has not elected to assume the defense, then (i) such Indemnifying Party shall indemnify the Indemnified Party for its reasonable Defense Costs; PROVIDEDprovided, HOWEVERhowever, the Indemnifying Parties Party shall not be liable for the costs of more than one counsel for all Indemnified Parties in any one jurisdiction, and (ii) the Indemnified Party shall have the right to settle such Asserted Liability without waiving any right to indemnification under this Article 10. An Indemnifying Party may settle any Asserted Liability only with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless the terms of such settlement release the Indemnified Party from any and all liability with respect to such Asserted Liability.

Defense Costs. If any Indemnifying Party defends an Asserted Liability in accordance with Section 12.4(a) (CLAIM NOTICES, ETC.)Liability, it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorneys' attorney's fees or other expenses incurred to defend the Asserted Liability (collectively, "DEFENSE COSTSDefense Costs") of the Indemnified Party (which may continue to defend, at its own expense). Notwithstanding the foregoing, if the Person person or entity asserting the Asserted Liability against the Indemnified Party claims or seeks amounts in excess of the amount set forth in Section 12.3(b10.3(b) (ESCROW AND MAXIMUM INDEMNIFICATION AMOUNTCap), then the Indemnifying Party shall remain liable for the Costs of Defense Costs incurred by the Indemnified Party, subject to the limitation contained in Section 10.3(b) (Cap). If the Indemnified Party assumes the defense of an Asserted Liability by reason of clauses (i), (ii) or (iii) of subsection 12.4(a) Subsection (CLAIM NOTICES, ETC.a) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its Defense Costs; PROVIDEDprovided, HOWEVERhowever, the Indemnifying Parties shall not be liable for the costs of more than one counsel for all Indemnified Parties in any one jurisdiction. An Indemnifying Party may settle any Asserted Liability only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Defense Costs. If any Indemnifying Party defends an Asserted Liability in accordance with Section 12.4(a) (CLAIM NOTICES, ETC.)Liability, it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorneys' attorney's fees or other expenses incurred to defend the Asserted Liability (collectively, "DEFENSE COSTSDefense Costs") of the Indemnified Party (which may continue to defend, at its own expense). Notwithstanding the foregoing, if the Person person or entity asserting the Asserted Liability against the Indemnified Party claims or seeks amounts in excess of the amount set forth in Section 12.3(b10.3(b) (ESCROW AND MAXIMUM INDEMNIFICATION AMOUNTCap), then the Indemnifying Party shall remain liable for the Costs of Defense Costs incurred by the Indemnified Party, notwithstanding the limitation contained in Section 10.3(b) (Cap). If the Indemnified Party assumes the defense of an Asserted Liability by reason of clauses (i), (ii) or (iii) of subsection 12.4(a) Subsection (CLAIM NOTICES, ETC.a) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its Defense Costs; PROVIDEDprovided, HOWEVERhowever, the Indemnifying Parties shall not be liable for the costs of more than one counsel for all Indemnified Parties in any one jurisdiction. An Indemnifying Party may settle any Asserted Liability only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld.