Failure to Assume Defense Sample Clauses

Failure to Assume Defense. Failure by the indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 10.3.1 shall be deemed a waiver by the indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. If the Indemnifying Party elects not to defend such Third Party Claim, fails to timely notify the Indemnitee in writing of its election to defend, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnitee may defend such Third Party Claim and seek indemnification for any and all indemnifiable Losses based upon, arising from or relating to such Third Party Claim; provided, however, that the Indemnitee shall not pay, compromise, settle, or otherwise dispose of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Failure to Assume Defense. If the Indemnifying Party, by the fifteenth day after receipt of notice of any such claim (or, if earlier, by the fifth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided, however, that the Indemnified Party shall not settle or compromise such claim without the Indemnifying Party's consent, which consent shall not be unreasonably withheld; and provided further that, the Indemnifying Party shall have the right to assume the defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.

Failure to Assume Defense. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be withheld unless the Indemnifying Party confirms in writing its unqualified obligation to indemnify and hold harmless the Indemnitee for the full amount of any Loss that is reasonably likely to result from such Third Party Claim).

Failure to Assume Defense. If the Indemnifying Party, by the thirtieth day after receipt of notice of any such claim (or, if earlier, by the fifth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; PROVIDED, HOWEVER, that the Indemnified Party shall not settle or compromise such claim without the Indemnifying Party's consent, which consent shall not be unreasonably withheld.

Failure to Assume Defense. Failure by the Purchaser Indemnifying Party to notify the Seller Indemnitee of its election to assume the defense of any Bond Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.9(a) will be deemed a waiver by the Purchaser Indemnifying Party of its right to assume the defense of such Bond Claim. In such event, the Seller Indemnitee may defend against such Bond Claim in any manner it deems appropriate. The Seller Indemnitee may settle such Bond Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. If the Indemnifying Party by the 15th day after receipt of notice of such claim (or if earlier by the 5th day preceding the day on which the answer or other pleading must be filed in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the indemnified party will (upon further notice to Indemnifying Party) have the right to undertake defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided however, that the Century Indemnified Parties will not settle or compromise such claim without the Indemnifying Party's consent, which consent will not be unreasonably withheld; and provided further, that the Indemnifying Party will have the right to assume the defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final termination thereof.

Failure to Assume Defense. If Buyer elects not to defend such Third Party Claim or fails to promptly notify Seller in writing of its election to defend, Seller may defend such Third Party Claim and seek indemnification for any and all Losses that would otherwise be Assumed Obligations pursuant to this Agreement; provided, however, that Seller shall not pay, compromise, settle, or otherwise dispose of such Third Party Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed).

Failure to Assume Defense. In the event that the indemnifying party fails to give notice of the assumption of the defense of any claim, action or suit that is indemnifiable hereunder within the time period described in Section 10.3(ii) above, the indemnifying party shall no longer be entitled to assume such defense and the indemnified party shall defend such claim, action or suit, and, in such event, the indemnifying party shall indemnify the indemnified party for all reasonable fees and expenses incurred in connection therewith. The indemnifying party shall be entitled to participate at its own expense and with its counsel in the defense of any claim, action or suit, the defense of which it does not assume. Prior to effectuating any compromise or settlement of any such claim, action or suit, the indemnified party shall furnish the indemnifying party with written notice of any proposed compromise or settlement in sufficient time to allow the indemnifying party to act thereon. Following reasonable time after the giving of such notice, the indemnified party shall be permitted to effect such compromise or settlement unless the indemnifying party (A) reimburses the indemnified party in accordance with the terms of this section for all reasonable fees and expenses incurred by the indemnified party in connection with the action, claim or suit, and (B) assumes the defense of the action, claim or suit.

Failure to Assume Defense. If the Indemnifying Party by the 15th day after receipt of notice of such claim (or if earlier by the 5th day preceding the day on which the answer or other pleading must be filed in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to Indemnifying Party) have the right to undertake defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided however, that the Indemnified Party will not settle or compromise such claim without the Indemnifying Parties consent, which consent will not be unreasonably withheld; and provided further, that the Indemnifying Party will have the right to assume the