Common use of Defense of Claims by Third Parties Clause in Contracts

Defense of Claims by Third Parties. If any third party ---------------------------------- claim is made against a party that, if sustained, would give rise to a liability of another party under this Agreement, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party and shall afford the other party and its counsel, at the other party's sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreement, except to the extent the indemnifying party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying party, no liability shall be imposed upon the indemnifying party by reason of the claim.

Defense of Claims by Third Parties. If any third party ---------------------------------- claim is made against a party that, if sustained, would give rise to a liability of another party under this AgreementAgreement for breach of warranty or misrepresentation, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party and shall afford the other party and its counsel, at the other party's sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreement, except to the extent the indemnifying party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying partyparty (such consent not to be unreasonably withheld or delayed), no liability shall be imposed upon the indemnifying party by reason of the claim.

Defense of Claims by Third Parties. If any third party ---------------------------------- claim is made against a party that, if sustained, would give rise to a liability of another the other party under this Agreementagreement, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party and shall afford the other party and its counsel, at the other party's sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreementagreement, except to the extent the indemnifying party Indemnifying Party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying party, no liability shall be imposed upon on the indemnifying party Party by reason of the claim.

Defense of Claims by Third Parties. If any third party ---------------------------------- claim is made against a party that, if sustained, would give rise to a liability of another party under this Agreementagreement, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party or parties and shall afford the other party or parties and its or their counsel, at the such other party's or parties' sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreementagreement, except to the extent the indemnifying party Indemnifying Party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying partyIndemnifying Party, no liability shall be imposed upon on the indemnifying party Indemnifying Party by reason of the claim.

Defense of Claims by Third Parties. If any third party ---------------------------------- claim is made against a party ---------------------------------- that, if sustained, would give rise to a liability of another party under this Agreementagreement, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party or parties and shall afford the other party or parties and its or their counsel, at the other party's its or their sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreementagreement, except to the extent the indemnifying party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying party, no liability shall be imposed upon the indemnifying party by reason of the claim.