Common use of Disputed Liability, Defense of Third Party Claims Clause in Contracts

Disputed Liability, Defense of Third Party Claims. If the Indemnifying Party (i) within the Election Period (a) disputes its potential liability to the Indemnified Party under this Article VIII, (b) elects not to defend the Indemnified Party pursuant to Section 8.03(c) or (c) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.03(c) or (ii) elects to defend the Indemnified Party pursuant to Section 8.03(c), but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 8.03, or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant this Section 8.03(c) and the Indemnifying Party shall bear its own costs and expenses with respect to that participation.

Disputed Liability, Defense of Third Party Claims. If the Indemnifying Party (i) within the Election Period (a) disputes its potential liability to the Indemnified Party under this Article VIIIARTICLE XII, (b) elects not to defend the Indemnified Party pursuant to Section 8.03(c) SECTION 12.04(B); or (c) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.03(cSECTION 12.04(B) or (ii) elects to defend the Indemnified Party pursuant to Section 8.03(cSECTION 12.04(B), but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII SECTION 12.04(C) and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 8.03SECTION 12.04(C), or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant this Section 8.03(cSECTION 12.04(C) and the Indemnifying Party shall bear its own costs and expenses with respect to that participation.

Disputed Liability, Defense of Third Party Claims. If the Indemnifying Party Indemnitor (i) within the Election Period (a) disputes its potential liability to the Indemnified Party under this Article VIII, (b) elects not to defend the Indemnified Party pursuant to Section 8.03(c) under SECTION 2.1; or (cb) fails to notify the Indemnified Party that the Indemnifying Party Indemnitor elects to defend the Indemnified Party pursuant to Section 8.03(c) SECTION 2.1 or (ii) elects to defend the Indemnified Party pursuant to Section 8.03(c)SECTION 2.2, but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party Indemnitor (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The In such event, the Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if any dispute about the Indemnifying liability of the Indemnitor for the Third Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII and if that dispute Claim is resolved in favor of the Indemnifying PartyIndemnitors, the Indemnifying Party Indemnitor shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 8.03SECTION 2.3, or of the Indemnifying Party's Indemnitors' participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party Indemnitor in full for all reasonable costs and expenses of such litigation. The Indemnifying Party Indemnitor may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant this Section 8.03(c) SECTION 2.3 and the Indemnifying Party Indemnitor shall bear its own costs and expenses with respect to that participation.