Common use of Defense of Claim Clause in Contracts

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel and the payment of all expenses, unless a conflict of interest may exist which respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their prior written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of release from all liability in respect to such claim or litigation. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel and the payment of all expenses, unless a conflict of interest may exist which with respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their prior written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of release from all liability in respect to such claim or litigation. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including claim for indemnification by any governmental investigation) shall be brought or directed against any indemnified party hereto (or its officers, directors or agents)arises out of a claim by a Person other than such indemnified party, the indemnifying party against whom indemnification is sought shall be permitted may, by written notice to (orthe indemnified party, if requested, shall) assume undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend the defense of indemnified party and take all other steps or proceedings to settle or contest such claim, including without limitation the employment of counsel counsel; provided, however, that the indemnifying party shall reasonably consider the advice of the indemnified party as to the defense and settlement of such claim and the payment indemnified party shall have the right to participate, at its own expense, in such defense, but control of such litigation and settlement shall remain with the indemnifying party. The indemnified party shall provide all reasonable cooperation in connection with any such defense by the indemnifying party. Counsel and auditor fees, filing fees and court fees of all expensesproceedings, unless a conflict of interest may exist which contests or lawsuits with respect to any such claim or differing or additional defenses may shall be available to borne by the other indemnifying party. If defense of a any such claim is assumed made hereunder and the indemnifying party elects not to undertake the defense thereof by an indemnifying written notice to the indemnified party, the indemnified party shall not be liable for any settlement entitled to indemnification with respect thereto pursuant to the terms of this Article X. To the extent that the indemnifying party undertakes the defense of such action or proceedings effected without their prior claim by written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff notice to the indemnified party of release from all liability in respect to and diligently pursues such claim or litigation. Any defense at its expense, the indemnified party shall be entitled to indemnification hereunder agrees to give prompt written notice only to the other party extent that such defense is unsuccessful as determined by a final judgment of any a court of competent jurisdiction, or by written notice acknowledgment of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified partyparties.

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel and the payment of all expenses, unless a conflict of interest may exist which with respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their its prior written consent, which shall not be unreasonably withheld, conditioned or delayed. No Any such indemnifying party shall not not, without the prior written consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of an unconditional release from all liability in respect to such claim or litigation. If defense of a claim is not assumed by an indemnifying party, the indemnifying party shall not be liable for any settlement effected without its prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including claim for indemnification by any governmental investigation) shall be brought or directed against any indemnified party hereto (or its officers, directors or agents)arises out of a claim by a person other than such indemnified party, the indemnifying party against whom indemnification is sought shall be permitted may, by written notice to (orthe indemnified party, if requested, shall) assume undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend the defense of indemnified party and take all other steps or proceedings to settle or contest such claim, including without limitation the employment of counsel counsel; provided, however, that the indemnifying party shall reasonably consider the advice of the indemnified party as to the defense and settlement of such claim and the payment indemnified party shall have the right to participate, at its own expense, in such defense, but control of such litigation and settlement shall remain with the indemnifying party. The indemnified party shall provide all reasonable cooperation in connection with any such defense by the indemnifying party. Counsel and auditor fees, filing fees and court fees of all expensesproceedings, unless a conflict of interest may exist which contests or lawsuits with respect to any such claim or differing or additional defenses may shall be available to borne by the other indemnifying party. If defense of a any such claim is assumed made hereunder and the indemnifying party elects not to undertake the defense thereof by an indemnifying written notice to the indemnified party, the indemnified party shall not be liable for any settlement entitled to indemnification with respect thereto pursuant to the terms of this Article X. To the extent that the indemnifying party undertakes the defense of such action or proceedings effected without their prior claim by written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff notice to the indemnified party of release from all liability in respect to and diligently pursues such claim or litigation. Any defense at its expense, the indemnified party shall be entitled to indemnification hereunder agrees to give prompt written notice only to the other party extent that such defense is unsuccessful as determined by a final judgment of any a court of competent jurisdiction, or by written notice acknowledgment of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified partyparties.

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel and the payment of all expenses, unless a conflict of interest may exist which with respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their prior written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of release from all liability in respect to such claim or litigation. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunderhereunder except to the extent that the indemnifying party is materially prejudiced thereby. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel and the payment of all expenses, unless a conflict of interest may exist which with respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their prior written consent. No Any such indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of an unconditional release from all liability in respect to such claim or litigation. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all expenses, unless a conflict of interest may exist which with respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their prior written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of release from all liability in respect to such claim or litigation. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's ’s right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including any governmental investigation) shall be brought or directed against any party hereto (or its officers, directors or agents), the party against whom indemnification is sought shall be permitted to (or, if requested, shall) assume the defense of such claim, including the employment of counsel and the payment of all expenses, unless a conflict of interest may exist which with respect to such claim or differing or additional defenses may be available to the other party. If defense of a claim is assumed by an indemnifying party, the indemnified party shall not be liable for any settlement of such action or proceedings effected without their prior written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of release from all liability in respect to such claim or litigation. Any party entitled to indemnification hereunder agrees to give prompt written notice to the other party of any written notice of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, ; that failure to give such notice shall small not limit any party's right to indemnification or contribution hereunderhereunder except to the extent that the indemnifying party is materially prejudiced thereby. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party.

Defense of Claim. If any action or proceeding (including claim for indemnification by any governmental investigation) shall be brought or directed against any indemnified party hereto (or its officers, directors or agents)arises out of a claim by a person other than such indemnified party, the indemnifying party against whom indemnification is sought shall be permitted may, by written notice to (orthe indemnified party, if requested, shall) assume undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend the defense of indemnified party and take all other steps or proceedings to settle or contest such claim, including without limitation the employment of counsel counsel; provided, however, that the indemnifying party shall reasonably consider the advice of the indemnified party as to the defense and settlement of such claim and the payment indemnified party shall have the right to participate, at its own expense, in such defense, but control of such litigation and settlement shall remain with the indemnifying party. The indemnified party shall provide all reasonable cooperation in connection with any such defense by the indemnifying party. Counsel and auditor fees, filing fees and court fees of all expensesproceedings, unless a conflict of interest may exist which contests or lawsuits with respect to any such claim or differing or additional defenses may shall be available to borne by the other indemnifying party. If defense of a any such claim is assumed made hereunder and the indemnifying party elects not to undertake the defense thereof by an indemnifying written notice to the indemnified party, the indemnified party shall not be liable for any settlement entitled to indemnification with respect thereto pursuant to the terms of this Article X. To the extent that the indemnifying party undertakes the defense of such action or proceedings effected without their prior claim by written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff notice to the indemnified party of release from all liability in respect to and diligently pursues such claim or litigation. Any defense at its expense, the indemnified party shall be entitled to indemnification hereunder agrees to give prompt written notice only to the other party extent that such defense is unsuccessful as determined by a final judgment of any a court of competent jurisdiction, or by written notice acknowledgment of the commencement parties. If any claim for indemnification by Purchaser arises out of any actiona claim by Purchaser, suit, proceedings or investigation or threat thereof for which such party may claim then Purchaser shall be entitled to immediate indemnification or contribution hereunder pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified partySection 10.05 hereof.

Defense of Claim. If any action or proceeding (including claim for indemnification by any governmental investigation) shall be brought or directed against any ---------------- indemnified party hereto (or its officers, directors or agents)arises out of a claim by a person other than such indemnified party, the indemnifying party against whom indemnification is sought shall be permitted may, by written notice to (orthe indemnified party, if requested, shall) assume undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend the defense of indemnified party and take all other steps or proceedings to settle or contest such claim, including including, but not limited to, the employment of counsel counsel; provided, however, that the indemnifying party shall reasonably consider the advice of the indemnified party as to the defense and settlement of such claim and the payment indemnified party shall have the right to participate, at its own expense, in such defense, but control of such litigation and settlement shall remain with the indemnifying party. The indemnified party shall provide all reasonable cooperation in connection with any such defense by the indemnifying party. Counsel and auditor fees, filing fees and court fees of all expensesproceedings, unless a conflict of interest may exist which contests or lawsuits with respect to any such claim or differing or additional defenses may shall be available to borne by the other indemnifying party. If defense of a any such claim is assumed made hereunder and the indemnifying party elects not to undertake the defense thereof by an indemnifying written notice to the indemnified party, the indemnified party shall not be liable for any settlement entitled to indemnification with respect thereto pursuant to the terms of this Article X. To the extent that the indemnifying party undertakes the defense of such action or proceedings effected without their prior claim by written consent. No indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff notice to the indemnified party of release from all liability in respect to and diligently pursues such claim or litigation. Any defense at its expense, the indemnified party shall be entitled to indemnification hereunder agrees to give prompt written notice only to the other party extent that such defense is unsuccessful as determined by a final judgment of any a court of competent jurisdiction, or by written notice acknowledgment of the commencement of any action, suit, proceedings or investigation or threat thereof for which such party may claim indemnification or contribution pursuant to this Agreement; provided, however, that failure to give such notice shall not limit any party's right to indemnification or contribution hereunder. Notwithstanding the foregoing, an indemnified party hereunder shall always have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified partyparties.