Defense Provisions Clause Samples
Defense Provisions. 15.3.1. Any party seeking indemnification under this Lease (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification hereunder (the "INDEMNIFYING PARTY") promptly after the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought hereunder, and the Indemnified Party shall permit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any claim or litigation resulting therefrom; provided, however, that: (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may participate in such defense, but only at the Indemnified Party's own cost and expense; and (iii) the omission by the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is actually and materially damaged as a result of such failure to give notice.
15.3.2. The Indemnifying Party shall not, except with the consent of the Indemnified Party, consent to entry of any judgment or administrative order or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such claim or litigation.
15.3.3. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. Any such defense, settlement or payment by the Indemnified Party shall not constitute a waiver, release or discharge of the Indemnifying Party's obligations under this Article, it being understood and agreed that any such defense, settlement, or payment shall be without prejudice to the right of the Indemnified Party to pursue remedies against the Indemnifying Party arising out of or related to the Indemnifying Party's failure or refusal to defend the Indemnified Party as required herein. Notwithstanding the foregoing, any Indemnified Party shall have the right to settle any such action or proceeding at any time, provided that it releases the Indemnifying P...
Defense Provisions. 1. When any Claim against the Insured is made or brought within the United States of America, its territories or possessions, or Puerto Rico, the Insurer has the right to investigate such Claim, and the duty to defend such Claim with defense counsel selected with the Insurer's approval, even if such Claim is groundless, false or fraudulent. The Insurer's obligation to defend or to continue to defend any Claim as provided in this subsection 1. shall end when the applicable limit of the Insurer's liability has been exhausted by payment of Claim Expenses or Damages or both.
2. When any Claim against the Insured for which coverage is provided under this policy is made or brought outside the areas described in subsection 1. above, the Insurer shall not be obligated to assume charge of the investigation, defense or settlement of such Claim but the Insurer shall have the right and shall be given the opportunity to associate with the Insured in the investigation and defense of such Claim. The Insured, under the Insurer’s supervision, make or cause to be made such investigation and defense as is reasonable under the circumstances. Subject to prior written authorization by the Insurer, the Insured may also effect settlement. The Insurer shall reimburse the Insured for Damages and the reasonable and necessary costs of instigating and defending any such Claim such as (1) fees charged by any attorney selected by the Insured with the prior approval of the Insurer to defend the Claim, and (2) all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a decision regarding the Claim as authorized by the Insurer. For purposes of computing the amount of the limits of liability and deductible amount under this policy, such reasonable costs shall be construed as Claim Expenses. The Insurer's obligations under this subsection 2. Shall end when the applicable limit of liability has been exhausted by the payment of Claim Expenses or Damages or both.