Common use of Defense of a Claim Clause in Contracts

Defense of a Claim. If any Indemnification Event involves the claim of any third party (a “Third-Party Claim”), the Indemnifying Party (the “Controlling Person”) shall (whether or not the Indemnified Party is entitled to claim indemnification under Section 15.1 or 15.2, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement of such Third-Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, however, that (i) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel at its own expense to assist in the handling of such Third-Party Claim, and (ii) the Controlling Person shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim if (x) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, injunctive relief or other equitable relief would be imposed against the Indemnified Party, (y) in the case of a settlement or consenting to the entry of any judgment, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect of such Third-Party Claim or (z) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. After written notice by the Controlling Person to the Indemnified Party of its election to assume control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable hereunder to indemnify any Person for any Legal Expenses subsequently incurred in connection therewith. If the Controlling Person does not assume sole control over the defense or settlement of such Third-Party Claim as provided in this Section 15.3.2 within a reasonable period of time, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 or 15.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 or 15.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 for any settlement or compromise effected without its consent.

Defense of a Claim. If any Indemnification Event involves the claim of any third party (a “Third-Party Claim”), the Indemnifying Party (the “Controlling Person”) shall (whether or not the Indemnified Party is entitled to claim indemnification under under Section 15.1 19.1 or 15.219.2, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement of such Third-Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, however, that (i) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel at its own expense to assist in the handling of such Third-Party Claim, and (ii) the Controlling Person shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim if (x) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, injunctive relief or other equitable relief would be imposed against the Indemnified Party, (y) in the case of a settlement or consenting to the entry of any judgment, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect of such Third-Party Claim or (z) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. After written notice by the Controlling Person to the Indemnified Party of its election to assume control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable hereunder to indemnify any Person for any Legal Expenses subsequently incurred in connection therewith. If the Controlling Person does not assume sole control over the defense or settlement of such Third-Party Claim as provided in this Section 15.3.2 19.3.2 within a reasonable period of time, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 19.1 or 15.219.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.219.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 19.1 or 15.219.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 19 for any settlement or compromise effected without its consent.

Defense of a Claim. If any Indemnification Event involves The Indemnifying Party shall have the claim right to assume the defense or otherwise control the handling of any third party claim, suit, judgment or matter for which indemnity is sought, at the Indemnifying Party’s cost and expense, and with counsel of selected by the Indemnifying Party, unless such claim seeks an injunction or other equitable relief against the Indemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of a “Third-Party Claim”), Claim Notice duly delivered to it in accordance with clause (a) above to assume the defense of any such claim. If the Indemnifying Party (elects to assume and control the “Controlling Person”) shall (whether or not the Indemnified Party is entitled to claim indemnification under Section 15.1 or 15.2defense, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement of such Third-Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, however, that (i) the Indemnified Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnifying Party shall be entitled in any such action and to participate in the defense thereof, but at its sole cost and expense (provided, that, the reasonable fees and expenses of such Third-separate counsel shall be borne by the Indemnifying Party Claim and if there are one or more legal defenses available to employ counsel at its own expense the Indemnitee that conflicts with those available to assist in the handling of such Third-Party Claim, Indemnifying Party); and (ii) the Controlling Person Indemnifying Party shall obtain have the right to compromise or settle such claim in its reasonable discretion (provided, that, without the prior written approval consent of the Indemnified Indemnitee, the Indemnifying Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim if (x) as a result of such settlement, consenting will not consent to the entry of any judgment or ceasing enter into any settlement with respect to defend, any matter if such judgment or settlement would (x) impose any injunctive relief or other equitable or non-monetary relief would be imposed against the Indemnitee or (y) result in liabilities to the Indemnitee which, when taken together with other existing claims under this Article VIII, would not be fully indemnified hereunder (which, for the avoidance of doubt, shall mean with respect to any Purchaser Indemnified Party, (y) that there shall remain sufficient amounts in the case Indemnity Escrow Account to satisfy all such liabilities and any pending claims). If the Indemnifying Party does not assume the defense of any claim or matter for which indemnity is sought within thirty (30) days after its receipt of a settlement or consenting Claim Notice duly delivered to it in accordance with clause (a) above, the Indemnitee shall have the right to assume such defense at the Indemnifying Party’s sole cost and expense, subject to the entry Indemnifying Party’s right to participate in such defense. In the event that the Indemnitee assumes the defense of any judgmentsuch claim in accordance with the previous sentence, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect Indemnitee’s defense of such Third-Party Claim claim or (z) as a result of such settlement, consenting to matter shall not in any way diminish or lessen the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business obligations of the Indemnified Party. After written notice Indemnifying Party under the agreements of indemnification set forth in this Article VIII and the Indemnifying Party shall be bound by the Controlling Person results obtained in good faith by Indemnitee with respect to the Indemnified Party of its election to assume control of such claim. The parties shall reasonably cooperate in the defense of any such Third-Party Claim, the Indemnifying Party claim or matter and each shall not be liable hereunder to indemnify any Person for any Legal Expenses subsequently incurred make available all books and records and other information which are relevant in connection therewith. If the Controlling Person does not assume sole control over the defense with such claim or settlement of such Third-Party Claim as provided in this Section 15.3.2 within a reasonable period of time, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 or 15.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 or 15.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 for any settlement or compromise effected without its consentmatter.

Defense of a Claim. If the facts giving rise to such indemnification involve any Indemnification Event involves the claim of any actual or threatened Claim by or against a third party (a “Third-Party Claim”)party, the Indemnifying Party (the “Controlling Person”) indemnifying party shall (whether or not the Indemnified Party is be entitled to claim indemnification under Section 15.1 or 15.2, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement of such Third-Party Claim (in the name of the indemnified party, with counsel reasonably satisfactory to the Indemnified Party); providedindemnified party. Whether or not the indemnified part chooses to defend such Claim, howeverthe parties hereto shall cooperate in the prosecution or defense of such Claim and shall furnish such records, that (i) information and testimony and attend to such proceedings as may be reasonably requested in connection therewith. The indemnified party shall make no settlement of any Claim which would give rise to liability on the Indemnified Party part of the indemnifying party without the indemnifying party’s prior written consent, which consent shall not be entitled unreasonably withheld or delayed, and the indemnifying party shall not be liable for the amount of any settlement effected without its prior written consent. In the event the indemnifying party assumes the defense of a Claim and obtains a settlement offer from a third party in respect of such Claim and wishes to participate in accept the same, and the indemnified party, after being provided written notice of such settlement offer, refuses to authorize the indemnifying party to accept the same, the indemnified party shall continue the defense of such Third-Party Claim and to employ counsel at its own expense to assist in Claim, provided that the handling indemnifying party shall not become liable for damages or costs, if any, ultimately payable by the indemnified party on account of such Third-Party Claim, and (ii) the Controlling Person shall obtain the prior written approval claim in excess of the Indemnified Party before entering into any amount which would otherwise have been paid by the indemnifying party in connection with and pursuant to the proposed settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim if (x) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, injunctive relief or other equitable relief would be imposed against the Indemnified Party, (y) in the case of a settlement or consenting to the entry of any judgment, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect of such Third-Party Claim or (z) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. After written notice by the Controlling Person to the Indemnified Party of its election to assume control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable hereunder to indemnify any Person for any Legal Expenses subsequently incurred in connection therewith. If the Controlling Person does not assume sole control over the defense or settlement of such Third-Party Claim as provided in this Section 15.3.2 within a reasonable period of time, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 or 15.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 or 15.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 for any settlement or compromise effected without its consent.

Defense of a Claim. If any Indemnification Event involves The Indemnifying Party shall have the claim right, at its or their option, to be represented by counsel of its or their choice, which counsel shall be reasonably acceptable to the Indemnitee, and to assume the defense or otherwise control the handling of any third party claim, suit, judgment or matter for which indemnity is sought, which is set forth in the notice sent by the Indemnitee, by notifying the Indemnitee in writing to such effect within twenty (a “Third-Party Claim”), the Indemnifying Party (the “Controlling Person”20) shall (whether or not the Indemnified Party is entitled to claim indemnification under Section 15.1 or 15.2, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement business days of receipt of such Third-Party Claim (with counsel reasonably satisfactory to the Indemnified Party)notice; provided, however, that the Indemnifying Party may not make such an election to assume and control the defense of such claim without the Indemnitee's consent unless (i) the Indemnified Indemnifying Party shall acknowledges in writing its obligations to indemnify the Indemnitee for such claim in accordance with the terms of this Article 9 (provided that such acknowledgment may be entitled subject to participate in the defense of obtaining further information with respect to such Third-Party Claim and to employ counsel at its own expense to assist in the handling of such Third-Party Claimclaim), and (ii) the Controlling Person suit, action, claim, liability or obligation does not seek to impose any material liability or obligation upon the Indemnitee other than monetary damages. If the Indemnifying Party elects to assume and control the defense, the Indemnitee shall obtain have the prior written approval of right to employ counsel separate from counsel employed by the Indemnified Indemnifying Party before entering into in any settlement such action and to participate in the defense thereof, but the reasonable fees and expenses of such Third-Party Claim or ceasing to defend against such Third-Party Claim if counsel employed by the Indemnitee shall be paid by the Indemnitee unless (x) as a result of the Indemnifying Party agrees to bear such settlement, consenting to the entry of any judgment or ceasing to defend, injunctive relief or other equitable relief would be imposed against the Indemnified Partyexpense in writing, (y) in the case of a settlement or consenting Indemnifying Party has failed to assume the entry of any judgmentdefense and employ counsel, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect of such Third-Party Claim or (z) as a result the named parties in any such action include both the Indemnitee and the Indemnifying Party and representation of such settlement, consenting to the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. After written notice both parties by the Controlling Person same counsel would be inappropriate due to actual differing interests between them. If the Indemnified Indemnifying Party of its election to assume control of does not give timely notice in accordance with the defense of any such Third-Party Claimpreceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not be liable hereunder wish to indemnify any Person for any Legal Expenses subsequently incurred in connection therewithassume the defense or control the handling of such claim, suit or judgment. If In the Controlling Person event that the Indemnifying Party does not assume sole control over the defense or settlement otherwise control the handling of such Third-Party Claim matter, the Indemnitee may retain counsel, as provided in this Section 15.3.2 within a reasonable period of timean indemnification expense, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend)claim, the Indemnified Party shall have the right (as to itself) to defend andsuit, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 judgment or 15.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 or 15.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 for any settlement or compromise effected without its consentmatter.

Defense of a Claim. If any Indemnification Event involves the claim of any third party (a “Third-Party Claim”), the Indemnifying Party (the “Controlling Person”) shall (whether or not the Indemnified Party is entitled to claim indemnification under under Section 15.1 or 15.2, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement of such Third-Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, however, that (i) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel at its own expense to assist in the handling of such Third-Party Claim, and (ii) the Controlling Person shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim if (x) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, injunctive relief or other equitable relief would be imposed against the Indemnified Party, (y) in the case of a settlement or consenting to the entry of any judgment, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect of such Third-Party Claim or (z) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. After written notice by the Controlling Person to the Indemnified Party of its election to assume control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable hereunder to indemnify any Person for any Legal Expenses subsequently incurred in connection therewith. If the Controlling Person does not assume sole control over the defense or settlement of such Third-Party Claim as provided in this Section 15.3.2 within a reasonable period of time, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 or 15.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 or 15.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 for any settlement or compromise effected without its consent.this

Defense of a Claim. If any Indemnification Event involves the claim of any third party (a “Third-Party Claim”), the Indemnifying Party (the “Controlling Person”) shall (whether or not the Indemnified Party is entitled to claim indemnification under under Section 15.1 6.1 or 15.26.2, as the case may be) be entitled to, and the Indemnified Party shall provide the Controlling Person with the right to, participate in, and assume sole control over, the defense and settlement of such Third-Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, however, that (i) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel at its own expense to assist in the handling of such Third-Party Claim, and (ii) the Controlling Person shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim if (x) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, injunctive relief or other equitable relief would be imposed against the Indemnified Party, (y) in the case of a settlement or consenting to the entry of any judgment, the Indemnified Party would not thereby receive from the claimant an unconditional release from all further liability and obligations in respect of such Third-Party Claim or (z) as a result of such settlement, consenting to the entry of any judgment or ceasing to defend, may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. After written notice by the Controlling Person to the Indemnified Party of its election to assume control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable hereunder to indemnify any Person for any Legal Expenses subsequently incurred in connection therewith. If the Controlling Person does not assume sole control over the defense or settlement of such Third-Party Claim as provided in this Section 15.3.2 6.3.2 within a reasonable period of time, or, after assuming such control, fails to defend against such Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and, upon obtaining the written consent of the Controlling Person, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and to the extent provided for in) Section 15.1 6.1 or 15.26.2, as appropriate. Notwithstanding the foregoing provisions of this Section 15.3.26.3.2, the Indemnified Party shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Third-Party Claim; provided, however, that in such event the Indemnifying Party shall cease to have any obligation under Section 15.1 6.1 or 15.26.2, as the case may be, in respect of such Third-Party Claim. The Indemnifying Party shall not be liable under this Section 15 6 for any settlement or compromise effected without its consent.