Common use of Defense of Legal Actions Clause in Contracts

Defense of Legal Actions. If the claim which is the subject of any notification given pursuant to Section 8.3(A) is based on a legal action filed by any third person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, provided that within fifteen (15) days after receipt of such written `notice the Indemnifying Party confirms in writing its responsibility therefor and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to have the right to take over the defense thereof with counsel reasonably satisfactory to the Indemnified Party (1) If the Indemnifying Party elects to take over the defense of such Third Party Claim, then: (aa) it shall keep the Indemnified Party informed as to the status thereof and promptly provide copies of pleadings and other filings in the case; (bb) the Indemnifying Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnified Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnified Party not fully satisfied by the Indemnifying Party, (y) the result would in any way restrict the future activity of the Indemnified Party or any of its Affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates; and (cc) the Indemnified Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; provided, however, that the Indemnifying Party shall be liable for the Indemnified Party’s legal expenses if the Indemnified Party determines in good faith that the incurrence of the same is appropriate in light of defenses not available to the Indemnifying Party, conflicts of interest or other similar circumstances. (2) If the Indemnifying Party does not elect to take over the defense of such Third Party Claim, then: (aa) the Indemnified Party shall keep the Indemnifying Party informed as to the status thereof and promptly provide copies of all pleadings and other filings in the case; (bb) the Indemnified Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate; (cc) the Indemnifying Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; and (dd) the Indemnified Party may preserve its rights to indemnification for the recovery of any Losses arising from such Third Party Claim or the costs of defending the same, including, without limitation, reasonable attorney’s fees. The reimbursement of fees, costs and expenses required by this Section 8 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (3) The Indemnified Party and the Indemnifying Party shall cooperate with each other in the defense of any Third Party Claim.

Defense of Legal Actions. If the claim which is the subject of any notification given pursuant to Section 8.3(A7.4(A) is based on a legal action filed by any third person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, provided that within fifteen (15) days after receipt of such written `notice the Indemnifying Party confirms in writing its responsibility therefor and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to have the right to take over the defense thereof with counsel reasonably satisfactory to thereof, but the Indemnifying Party shall notify the Indemnified PartyParty within ten (10) Business Days of its receipt of a claim notice pursuant to Section 7.4(A) as to whether or not it will assume the defense against such Third Party Claim. (1) If the Indemnifying Party elects to take over the defense of such Third Party Claim, then: (aa) it shall keep the Indemnified Party informed as to the status thereof and promptly provide copies of pleadings and other filings in the case; (bb) the Indemnifying Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnified Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnified Party not fully satisfied by the Indemnifying Party, (y) the result would in any way restrict the future activity of the Indemnified Party or any of its Affiliates affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any Person person by the Indemnified Party or any of its Affiliatesaffiliates; and (cc) the Indemnified Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; provided, however, that the Indemnifying Party shall be liable for the Indemnified Party’s legal expenses if the Indemnified Party determines in good faith that the incurrence of the same is appropriate in light of defenses not available to the Indemnifying Party, conflicts of interest or other similar circumstances. (2) If the Indemnifying Party does not elect to take over the defense of such Third Party Claim, then: (aa) the Indemnified Party shall keep the Indemnifying Party informed as to the status thereof and promptly provide copies of all pleadings and other filings in the case; (bb) the Indemnified Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnifying Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnifying Party not fully satisfied by the Indemnified Party, (y) the result would in any way restrict the future activity of the Indemnifying Party or any of its affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any person by the Indemnifying Party or any of its affiliates; (cc) the Indemnifying Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; and (dd) the Indemnified Party may preserve its rights to indemnification for the recovery of any Losses arising from such Third Party Claim or the costs of defending the same, including, without limitation, reasonable attorney’s fees. The reimbursement of fees, costs and expenses required by this Section 8 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (3) The Indemnified Party and the Indemnifying Party shall cooperate with each other in the defense of any Third Party Claim.and

Defense of Legal Actions. If the claim which is the subject of any notification given pursuant to Section 8.3(A7.3(A) is based on a legal action filed by any third person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, provided that within fifteen (15) days after receipt of such written `notice the Indemnifying Party confirms in writing its responsibility therefor and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to have the right to take over the defense thereof with counsel reasonably satisfactory to thereof, but the Indemnifying Party shall notify the Indemnified PartyParty within ten (10) Business Days of its receipt of a claim notice pursuant to Section 7.3(A) as to whether or not it will assume the defense against such Third Party Claim. (1) If the Indemnifying Party elects to take over the defense of such Third Party Claim, then: (aa) it shall keep the Indemnified Party informed as to the status thereof and promptly provide copies of pleadings and other filings in the case; (bb) the Indemnifying Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnified Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnified Party not fully satisfied by the Indemnifying Party, (y) the result would in any way restrict the future activity of the Indemnified Party or any of its Affiliates affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any Person person by the Indemnified Party or any of its Affiliatesaffiliates; and (cc) the Indemnified Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; provided, however, that the Indemnifying Party shall be liable for the Indemnified Party’s legal expenses if the Indemnified Party determines in good faith that the incurrence of the same is appropriate in light of defenses not available to the Indemnifying Party, conflicts of interest or other similar circumstances. (2) If the Indemnifying Party does not elect to take over the defense of such Third Party Claim, then: (aa) the Indemnified Party shall keep the Indemnifying Party informed as to the status thereof and promptly provide copies of all pleadings and other filings in the case; (bb) the Indemnified Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnifying Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnifying Party not fully satisfied by the Indemnified Party, (y) the result would in any way restrict the future activity of the Indemnifying Party or any of its affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any person by the Indemnifying Party or any of its affiliates; (cc) the Indemnifying Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; and (dd) the Indemnified Party may preserve its rights to indemnification for the recovery of any Losses arising from such Third Party Claim or the costs of defending the same, including, without limitation, reasonable attorney’s fees. The reimbursement of fees, costs and expenses required by this Section 8 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (3) The Indemnified Party and the Indemnifying Party shall cooperate with each other in the defense of any Third Party Claim.and

Defense of Legal Actions. If the claim which is the subject of any notification given pursuant to Section 8.3(A7.4(A) is based on a legal action filed by any third person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, provided that within fifteen (15) days after receipt of such written `notice the Indemnifying Party confirms in writing its responsibility therefor and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to have the right to take over the defense thereof with counsel reasonably satisfactory to thereof, but the Indemnifying Party shall notify the Indemnified PartyParty within ten (10) Business Days of its receipt of a claim notice pursuant to Section 7.4(A) as to whether or not it will assume the defense against such Third Party Claim. (1) If the Indemnifying Party elects to take over the defense of such Third Party Claim, then: (aa) it shall keep the Indemnified Party informed as to the status thereof and promptly provide copies of pleadings and other filings in the case; (bb) the Indemnifying Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnified Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnified Party not fully satisfied by the Indemnifying Party, (y) the result would in any way restrict the future activity of the Indemnified Party or any of its Affiliates affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any Person person by the Indemnified Party or any of its Affiliatesaffiliates; and (cc) the Indemnified Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; provided, however, that the Indemnifying Party shall be liable for the Indemnified Party’s legal expenses if the Indemnified Party determines in good faith that the incurrence of the same is appropriate in light of defenses not available to the Indemnifying Party, conflicts of interest or other similar circumstances. (2) If the Indemnifying Party does not elect to take over the defense of such Third Party Claim, then: (aa) the Indemnified Party shall keep the Indemnifying Party informed as to the status thereof and promptly provide copies of all pleadings and other filings in the case; (bb) the Indemnified Party shall have the sole right to contest, settle or otherwise dispose of such Third Party Claim on such terms as the Indemnified Party, in its sole discretion, shall deem appropriate, provided that the consent of the Indemnifying Party to any settlement or disposition shall be required if (x) it results in any liability to or equitable relief against the Indemnifying Party not fully satisfied by the Indemnified Party, (y) the result would in any way restrict the future activity of the Indemnifying Party or any of its affiliates or (z) it would result in the admission or finding of a violation of law or violation of the rights of any person by the Indemnifying Party or any of its affiliates; (cc) the Indemnifying Party shall have the right to participate jointly in the defense of such Third Party Claim, but shall do so at its own cost; and (dd) the Indemnified Party may preserve its rights to indemnification for the recovery of any Losses losses arising from such Third Party Claim or the costs of defending the same, including, without limitation, reasonable attorney’s fees. The reimbursement of fees, costs and expenses required by this Section 8 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (3) The Indemnified Party and the Indemnifying Party shall cooperate with each other in the defense of any Third Party Claim.