Common use of Defense of Disputed Claim Clause in Contracts

Defense of Disputed Claim. Should an Indemnifying Party provide Notice to the Indemnified Party regarding a claim or action by a third party for which the Indemnifying Party denies liability, the Indemnified Party shall give the Indemnifying Party a reasonable opportunity: (1) to conduct any proceedings or negotiations in connection therewith; (2) to take all other required steps or proceedings to settle or defend any third party action; or (3) to employ counsel to contest any third party claim or action in the name of the Indemnified Party or otherwise. If the Indemnifying Party desires to assume the defense of the third party claim or action, it shall promptly give Notice to the Indemnified Party. The Indemnifying Party and the Indemnified Party may participate in the defense at their own expense.

Defense of Disputed Claim. Should an Indemnifying Party provide Notice to the Indemnified Party regarding a claim or action by a third party for which the Indemnifying Party denies liabilitydeclines to assume the defense, the Indemnified Party shall give the Indemnifying Party a reasonable opportunity: (1) to conduct any proceedings or negotiations in connection therewith; (2) to take all other required steps or proceedings to settle or defend any third party action; or (3) to employ counsel to contest any third party claim or action in the name of the Indemnified Party or otherwise. If the Indemnifying Party desires to assume the defense of the third party claim or action, it shall promptly give Notice to the Indemnified Party. The Indemnifying Party and the Indemnified Party may participate in the defense at their own expense.

Defense of Disputed Claim. Should an Indemnifying Party provide Notice to the Indemnified Party Party, and to the Escrow Agent if the Shareholders are the Indemnifying Party, regarding a claim or action by a third party for which the Indemnifying Party denies liability, the Indemnified Party shall give the Indemnifying Party a reasonable opportunity: (1) to To conduct any proceedings or negotiations in connection therewith; (2) to To take all other required steps or proceedings to settle or defend any third such third-party claim or action; or and/or, (3) to To employ counsel to contest any third such third-party claim or action in the name of the Indemnified Party or otherwise. If the Indemnifying Party desires to assume the defense of the third such third-party claim or action, it they shall promptly give Notice to the Indemnified Party. The Indemnifying Party and the Indemnified Party may participate in the such defense at their own expense.. (d)