Common use of Defense; Settlement Clause in Contracts

Defense; Settlement. In the event that any legal proceedings shall be instituted or any claim or demand shall be asserted by any person in respect of which indemnification may be sought under the provisions of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall, to the extent of its knowledge thereof, provide written notice of the commencement of such proceedings or the assertion of such claim or demand to other party from whom it is seeking indemnification (the “Indemnifying Party”). The Indemnifying Party shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may in its sole discretion elect to participate in such defense, but in such case the expenses of the Indemnified Party related to its participation shall be paid by the Indemnified Party. If the Indemnifying Party shall fail to defend in a timely manner or, if after commencing or undertaking any such defense, shall fail to prosecute, or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party's expense. Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), agree to a settlement of any such claim or proceeding unless such settlement (a) includes an unconditional release of the relevant Indemnified Parties, (b) is solely monetary in nature, and (c) does not include a statement as to, or an admission of fault, culpability or failure to act on or behalf of an Indemnified Party. REMEDIES

Defense; Settlement. In the event that any legal proceedings shall be instituted or any claim or demand shall be asserted by any person in respect of which indemnification may be sought under the provisions of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall, to the extent of its knowledge thereof, provide written notice of the commencement of such proceedings or the assertion of such claim or demand to other party from whom it is seeking indemnification (the “Indemnifying Party”). The Indemnifying Party shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may in its sole discretion elect to participate in such defense, but in such case the expenses of the Indemnified Party related to its participation shall be paid by the Indemnified Party. If the Indemnifying Party shall fail to defend in a timely manner or, if after commencing or undertaking any such defense, shall fail to prosecute, or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party's expense. Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), agree to a settlement of any such claim or proceeding unless such settlement (a) includes an unconditional release of the relevant Indemnified Parties, (b) is solely monetary in nature, and (c) does not include a statement as to, or an admission of fault, culpability or failure to act on or behalf of an Indemnified Party. REMEDIES.

Defense; Settlement. In the event that any legal proceedings shall be instituted or any claim or demand shall be asserted by any person in respect of which indemnification may be sought under the provisions of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall, to the extent of its knowledge thereof, provide written notice of the commencement of such proceedings or the assertion of such claim or demand to other party from whom it is seeking indemnification (the “Indemnifying Party”). The Indemnifying Party shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may in its sole discretion elect to participate in such defense, but in such case the expenses of the Indemnified Party related to its participation shall be paid by the Indemnified Party. If the Indemnifying Party shall fail to defend in a timely manner or, if after commencing or undertaking any such defense, shall fail to prosecute, or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party's ’s expense. Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), agree to a settlement of any such claim or proceeding unless such settlement (a) includes an unconditional release of the relevant Indemnified Parties, (b) is solely monetary in nature, and (c) does not include a statement as to, or an admission of fault, culpability or failure to act on or behalf of an Indemnified Party. REMEDIES