Common use of Defense Not Assumed Clause in Contracts

Defense Not Assumed. If an Indemnified Party shall be entitled to indemnification under this Article XII as a result of a Claim by a third party and the Indemnifying Party fails to assume the defense thereof, such Indemnitee may at the expense of the Indemnifying Party, contest (or, with the prior consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned, or delayed, settle) such Claim; provided, however, that no such contest need be made, and settlement or full payment of any such Claim may be made, without the consent of the Indemnifying Party (with the Indemnifying Party remaining obligated to indemnify such Indemnitee under this Article XII) if an Event of Default as to the Indemnifying Party has occurred and is continuing.

Defense Not Assumed. If an Indemnified Party shall be entitled to indemnification under this Article XII as a result of a Claim by a third party and the Indemnifying Party fails to assume the defense thereofdefensethereof, such Indemnitee may Indemniteemay at the expense of the Indemnifying Party, contest (or, with the prior consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned, or delayed, settle) such Claim; provided, however, that no such contest need be made, and settlement or full payment of any such Claim may be made, without the consent of the Indemnifying Party (with the Indemnifying Party remaining obligated to indemnify such Indemnitee under this Article XII) if an Event of Default as to the Indemnifying Party has occurred and is continuing.