Common use of Defense of Admitted Indemnified Claim Clause in Contracts

Defense of Admitted Indemnified Claim. After receiving a Claim Notice, Indemnitor may elect, by written notice to the Indemnified Party, to assume the defense of such claim by using counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes such defense and admits that the claim is subject to the Indemnitor’s indemnity obligations, then: (i) the claim shall be deemed to be a claim indemnified by the Indemnitor; (ii) the Indemnified Party may, at its election, participate in the defense of the claim, but Indemnitor will have no obligation to pay for any defense costs including attorneys’ fees of the Indemnified Party after Indemnitor assumes the defense of the claim; and (iii) Indemnitor will have the right, without cost to Indemnified Party, to compromise and settle the claim on any basis believed reasonable, in good faith, by Indemnitor, and Indemnified Party shall be bound thereby.

Appears in 2 contracts

Samples: Supply Agreement (DSW Inc.), Supply Agreement (Stein Mart Inc)

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Defense of Admitted Indemnified Claim. After receiving a Claim Notice, Indemnitor may elect, by written notice to the Indemnified Party, to assume the defense of such claim by using counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes such defense and admits that the claim is subject to the Indemnitor’s 's indemnity obligations, then: (i) the claim shall be deemed to be a claim indemnified by the Indemnitor; (ii) the Indemnified Party may, at its election, participate in the defense of the claim, but Indemnitor will have no obligation to pay for any defense costs including attorneys" fees of the Indemnified Party after Indemnitor assumes the defense of the claim; and (iii) Indemnitor will have the right, without cost to Indemnified Party, to compromise and settle the claim on any basis believed reasonable, in good faith, by Indemnitor, and Indemnified Party shall be bound thereby.

Appears in 2 contracts

Samples: Supply Agreement (DSW Inc.), Supply Agreement (Retail Ventures Inc)

Defense of Admitted Indemnified Claim. After receiving a Claim Notice, Indemnitor may elect, by written notice to the Indemnified Party, to assume the defense of such claim by using counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes such defense and admits that the claim is subject to the Indemnitor’s indemnity obligations, then: (i) the claim shall be deemed to be a claim indemnified by the Indemnitor; (ii) the Indemnified Party may, at its election, participate in the defense of the claim, but Indemnitor will have no obligation to pay for any defense costs including attorneys’’ fees of the Indemnified Party after Indemnitor assumes the defense of the claim; and (iii) Indemnitor will have the right, without cost to Indemnified Party, to compromise and settle the claim on any basis believed reasonable, in good faith, by Indemnitor, and Indemnified Party shall be bound thereby.

Appears in 1 contract

Samples: Supply Agreement (Retail Ventures Inc)

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Defense of Admitted Indemnified Claim. After receiving a Claim Notice, Indemnitor may elect, by written notice to the Indemnified Party, to assume the defense of such claim by using counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes such defense and admits that the claim is subject to the Indemnitor’s indemnity obligations, then: (ia) the claim shall be deemed to be a claim indemnified by the Indemnitor; (iib) the Indemnified Party may, at its election, participate in the defense of the claim, but Indemnitor will have no obligation to pay for any defense costs including attorneys’ fees of the Indemnified Party after Indemnitor assumes the defense of the claimclaim unless the Indemnified Party reasonably believes there are: (x) defenses or rights available to it that are in actual or potential conflict with those available to Indemnitor, or (y) defenses are available to the Indemnified Party that, if successful, would reduce or relieve its obligation to indemnify Indemnitor; and (iiic) Indemnitor will have the right, without cost to or imposition of unindemnified liability upon the Indemnified Party, to compromise and settle the claim on any basis believed reasonable, in good faith, by Indemnitor, and the Indemnified Party shall be bound thereby, provided the compromise and settlement releases the Indemnified Party from any further liability in connection with the claim in question.

Appears in 1 contract

Samples: Property Management Agreement (ExchangeRight Income Fund)

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