Common use of Defense Obligations Clause in Contracts

Defense Obligations. Regardless of the enforceability of any of the foregoing insurance and indemnity obligations, the parties shall owe each other a separate duty to investigate, handle, respond to and provide defense for any claim, demand or suit for which it extends indemnity in this Agreement, and shall satisfy any and all judgments or decrees which may be entered. A party that owes this duty shall be called the “defending party.” A party to whom this duty is owed shall be called the “indemnified party.” The duty of defense shall require the defending party to retain counsel of defending party’s choice at defending party’s sole cost and expense to represent the indemnified party. The indemnified party shall notify the defending party within a reasonable period of time of any facts which might give rise to a claim, demand or suit for which a defense will be required regardless of whether or not the claim, demand or suit has been made or filed. If a tender of defense and indemnity is made and then accepted by the defending party, then the indemnified party shall (a) afford the defending party a reasonable opportunity to investigate the facts relating to the claim, demand, or suit, including but not limited to interviewing witnesses, inspecting property and reviewing documents, and (b) cooperate at all times with the defending party’s efforts to prepare the case, including but not limited to timely responding to interrogatories and document requests, making witnesses available for depositions and attending trial of the case. If a tender of defense and indemnity is made by the indemnified party but rejected by the defending party, then upon a determination that the defending party owed a duty of defense under this Agreement, the defending party shall be held liable for any amount paid by the settling party without a need for a judicial determination as to whether the indemnified party had potential liability to the claimant or whether the settlement amount was reasonable. Contractor agrees to allow Company at any time to protect its interest by retaining its own counsel at its own expense to enter its appearance and prepare its defense regardless of any defense obligations that Contractor might otherwise have. The parties agree that the foregoing duty shall be owed whether or not the party to whom the duty is owed is ultimately determined to be solely, concurrently, actively or passively negligent or otherwise at fault.

Defense Obligations. Regardless In the event it is determined that the Indemnifying Party is required to indemnify the other party, the Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to the other party, and the other party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof. If the Indemnifying Party has agreed to indemnify the other party and has assumed the defense of any such third party claim, the other party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the enforceability of other party, and the Indemnifying Party shall have the right to settle any of the foregoing insurance and indemnity obligations, the parties shall owe each other a separate duty to investigate, handle, respond to and provide defense for any claim, demand or suit claim for which it extends indemnity in this Agreementindemnification has been sought and is available hereunder; provided, and shall satisfy any and all judgments or decrees which may be entered. A party however, that, to the extent that owes this duty shall be called such settlement requires the “defending party.” A other party to whom this duty is owed shall be called take, or prohibits the “indemnified party.” The duty of defense shall require other party from taking, any action or purports to obligate the defending party to retain counsel of defending party’s choice at defending party’s sole cost and expense to represent the indemnified party. The indemnified party shall notify the defending party within a reasonable period of time of any facts which might give rise to a claim, demand or suit for which a defense will be required regardless of whether or not the claim, demand or suit has been made or filed. If a tender of defense and indemnity is made and then accepted by the defending other party, then the indemnified Indemnifying Party shall not settle such claim without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party does not assume the defense of any third party claim for which it is obligated to provide indemnification hereunder, the other party may assume control of the defense of such claim through counsel of its choice at the Indemnifying Party's expense and shall (a) afford have control over the defending litigation and authority to resolve such claim. If action is required to be taken with respect to any third party a reasonable opportunity to investigate the facts relating claim prior to the claim, demand, or suit, including but not limited to interviewing witnesses, inspecting property and reviewing documents, and (b) cooperate at all times with the defending party’s efforts to prepare the case, including but not limited to timely responding to interrogatories and document requests, making witnesses available for depositions and attending trial determination of the case. If a tender Indemnifying Party's obligations hereunder, the other party may assume control of the defense and indemnity is made by of such claim through counsel of its choice until such time as the indemnified party but rejected by the defending partyIndemnifying Party's obligations hereunder are determined; provided, then upon a determination however, that the defending party owed a duty of defense under this Agreement, the defending party Indemnifying Party shall not be held liable hereunder for any amount paid by settlement of such claim without the settling party without a need for a judicial determination as to whether the indemnified party had potential liability to the claimant or whether the settlement amount was reasonable. Contractor agrees to allow Company at any time to protect its interest by retaining its own counsel at its own expense to enter its appearance Indemnifying Party's prior written consent unless and prepare its defense regardless of any defense obligations that Contractor might otherwise have. The parties agree until it is determined that the foregoing duty shall be owed whether Indemnifying Party is obligated hereunder to provide indemnification with respect thereto and refuses or not fails to assume the party to whom the duty is owed is ultimately determined to be solely, concurrently, actively or passively negligent or otherwise at faultdefense of such claim.

Defense Obligations. Regardless In the event it is determined that the Indemnifying Party is required to indemnify the other party, the Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to the other party, and the other party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof. If the Indemnifying Party has agreed to indemnify the other party and has assumed the defense of any such third party claim, the other party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the enforceability of other party, and the Indemnifying Party shall have the right to settle any of the foregoing insurance and indemnity obligations, the parties shall owe each other a separate duty to investigate, handle, respond to and provide defense for any claim, demand or suit claim for which it extends indemnity in this Agreementindemnification has been sought and is available hereunder; PROVIDED, and shall satisfy any and all judgments or decrees which may be entered. A party HOWEVER, that, to the extent that owes this duty shall be called such settlement requires the “defending party.” A other party to whom this duty is owed shall be called take, or prohibits the “indemnified party.” The duty of defense shall require other party from taking, any action or purports to obligate the defending party to retain counsel of defending party’s choice at defending party’s sole cost and expense to represent the indemnified party. The indemnified party shall notify the defending party within a reasonable period of time of any facts which might give rise to a claim, demand or suit for which a defense will be required regardless of whether or not the claim, demand or suit has been made or filed. If a tender of defense and indemnity is made and then accepted by the defending other party, then the indemnified Indemnifying Party shall not settle such claim without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party does not assume the defense of any third party claim for which it is obligated to provide indemnification hereunder, the other party may assume control of the defense of such claim through counsel of its choice at the Indemnifying Party's expense and shall (a) afford have control over the defending litigation and authority to resolve such claim. If action is required to be taken with respect to any third party a reasonable opportunity to investigate the facts relating claim prior to the claim, demand, or suit, including but not limited to interviewing witnesses, inspecting property and reviewing documents, and (b) cooperate at all times with the defending party’s efforts to prepare the case, including but not limited to timely responding to interrogatories and document requests, making witnesses available for depositions and attending trial determination of the case. If a tender Indemnifying Party's obligations hereunder, the other party may assume control of the defense and indemnity is made by of such claim through counsel of its choice until such time as the indemnified party but rejected by the defending partyIndemnifying Party's obligations hereunder are determined; PROVIDED, then upon a determination HOWEVER, that the defending party owed a duty of defense under this Agreement, the defending party Indemnifying Party shall not be held liable hereunder for any amount paid by settlement of such claim without the settling party without a need for a judicial determination as to whether the indemnified party had potential liability to the claimant or whether the settlement amount was reasonable. Contractor agrees to allow Company at any time to protect its interest by retaining its own counsel at its own expense to enter its appearance Indemnifying Party's prior written consent unless and prepare its defense regardless of any defense obligations that Contractor might otherwise have. The parties agree until it is determined that the foregoing duty shall be owed whether Indemnifying Party is obligated hereunder to provide indemnification with respect thereto and refuses or not fails to assume the party to whom the duty is owed is ultimately determined to be solely, concurrently, actively or passively negligent or otherwise at faultdefense of such claim.