Failure to Defend Action. If any claim, action, proceeding or investigation arises as to which the 118 indemnity provided for in Section 13.1, 13.2, 13.3 or 13.4 hereof may apply, and Contractor or Owner, as the case may be, fails to assume the defense of such claim, action, proceeding or investigation, then the indemnified party may at the expense of Contractor or Owner, as the case may be, contest (or, with the prior written consent of Contractor or Owner, settle) such claim.
Failure to Defend Action. Should a party be entitled to indemnification under Section 10.1 hereof as a result of a claim by a third party and, after the Indemnitee has complied with the provisions of Section 10.2, if the Indemnitor fails to assume the defense of such claim, the Indemnitee shall, at the expense of the Indemnitor, contest or settle such claim. No such contest need be made, and settlement or full payment of any such claim may be made (with such Indemnitor remaining obligated to indemnify the Indemnitee under Section 10.1 hereof), if, in the written opinion of the Indemnitee's counsel, such claim is meritorious.
Failure to Defend Action. If any Claim arises as to which any indemnity provided for in this Article 12 or Section 2.2.13.2(d) may apply, and the indemnifying Party fails to assume the defense of such Claim with reasonable promptness after the receipt by the indemnifying Party of notification thereof, then the Indemnitee against which the Claim is made, instituted or commenced may, at the indemnifying Party’s expense, contest, or settle, such Claim, providing the indemnifying Party with reasonable advance Notice of any settlement decision. All costs and expenses incurred by the Indemnitee in connection with any such contest, settlement or payment may be deducted from any amounts due to the indemnifying Party under this Agreement, with all such costs in excess of the amount deducted to be reimbursed by the indemnifying Party to the Indemnitee promptly following, but not later than 15 days following, the demand therefor.
Failure to Defend Action. If any claim, action, proceeding or investigation arises s to which the indemnity provided for in Sections 13.1 or 13.2 hereof may apply, nd the indemnifying party fails to assume the defense of such claims within 30 days, hen the indemnified party may at the indemnifying party's expense contest such laim; provided, that no such contest need be made and settlement in full payment of ny such claim may be made without the indemnifying party's consent (with the ndemnifying party remaining obligated to indemnify the indemnified party under ection 13.1 or 13.2 hereof) if, in the written opinion of the indemnified party's utside counsel, such claim is meritorious.
Failure to Defend Action. Should an Indemnified Party be entitled to indemnification under this Section and the Indemnifying Party fail to assume the defense of any corresponding Claims, the Indemnified Party shall, at the expense of the Indemnifying Party contest or, (with the prior written consent of such Indemnifying Party), settle such Claims; provided, however, that no such contest need be made, and settlement or full payment of any such Claims may be made without consent of the Indemnifying Party if, in the written opinion of the Indemnified Party’s counsel, any of such Claims are meritorious. In either case the Indemnifying Party shall remain obligated to indemnify each Indemnified Party under this Article 9.
Failure to Defend Action. If any claim, action, proceeding or investigation arises as to which the indemnities provided may apply, and the indemnifying Party fails to assume the defence of such claim, action, proceeding or investigation, then the indemnified Party may at the indemnifying Party's expense contest or settle such claim.
Failure to Defend Action. If any Claim arises as to which the indemnity provided for in Section 7.1 or Section 7.2 may apply, and the Indemnifying Party fails to assume the defense of that Claim within thirty (30) days of the Indemnified Party’s notice of the Claim, then the Indemnified Party may at the Indemnifying Party’s expense contest the Claim; provided, that no contest need be made and settlement in full payment of the Claim may be made without the Indemnifying Party’s consent (with the Indemnifying Party remaining obligated to indemnify the Indemnified Party) if, in the written opinion of the Indemnified Party’s outside counsel, the Claim is meritorious.
Failure to Defend Action. If a Party is entitled to indemnification under this Article 11 as a result of a claim by a third party, and the Indemnifying Party fails to assume the defense of such claim, the Indemnified Party will, at the expense of the Indemnifying Party, contest or, with the prior written consent of such Indemnifying Party, settle such claim. An Indemnified Party assuming such defense need not contest such claim and settlement or full payment of such claim may be made without consent of the Indemnifying Party if, the Indemnified Party provides at least thirty (30) days prior written notice of such settlement and receives a written and reasonable opinion of the Indemnified Party’s independent outside legal counsel that such claim is meritorious, a copy of which will be included in the notice delivered to the Indemnifying Party hereunder.
Failure to Defend Action. Should the Indemnified Party be entitled to indemnification under Section 14.1 or 14.2 hereof as a result of a claim by a third party, and the indemnifying Party fails to assume the defense of such claim, the Indemnified Party may at the expense of the indemnifying Party contest (or, with the prior written consent of such indemnifying Party, settle) such claim, provided that no such contest need be made and settlement or full payment of any such claim may be made without consent of the indemnifying Party (with such indemnifying Party remaining obligated to indemnify the Indemnified Party under Section 14.1 or 14.2 hereof) if, in the written opinion of the Indemnified Party's counsel, such claim is meritorious.
Failure to Defend Action. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Sections 14.1 and 14.3 applies, and the Turnkey Contractor fails to timely assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may at the Turnkey Contractor’s sole expense contest (or, with the prior written consent of the Turnkey Contractor, settle) such claim; provided, that no such contest need be made and settlement or full payment of any such claim, action, proceeding or investigation may be made without the Turnkey Contractor’s consent (with the Turnkey Contractor remaining obligated to indemnify the Indemnified Party under Section 14.1) if, in the written opinion of the Indemnified Party’s counsel, such claim is meritorious, all costs and expenses incurred by an Indemnified Party in connection with any such contest, settlement or payment shall be paid by the Turnkey Contractor, with interest thereon at the Agreed Interest Rate as provided herein, promptly following demand therefor.
