Common use of Failure to Defend Action Clause in Contracts

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. 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. Should a party Party be entitled to indemnification under Section 10.1 14.1 hereof as a result of a claim by a third party andparty, after and the Indemnitee has complied with the provisions of Section 10.2, if the Indemnitor indemnifying Party fails to assume the defense of such claim, the Indemnitee shall, indemnified Party shall at the expense of the Indemnitorindemnifying Party contest (or, contest or settle with the prior written consent of such indemnifying Party, settle) such claim. No , provided that no such contest need be made, made and settlement or full payment of any such claim may be made without consent of the indemnifying Party (with such Indemnitor indemnifying Party remaining obligated to indemnify the Indemnitee under Section 10.1 hereof), indemnified Party hereunder) if, in the written opinion of the Indemniteeindemnified Party's counsel, such claim is meritorious.