Common use of Failure to Defend Claim Clause in Contracts

Failure to Defend Claim. Should the Indemnified Party be entitled to indemnification under this Article XIV as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim, having received notice as required by Section 14.5, the Indemnified Party may at the expense of the Indemnifying Party contest (or, with the prior written consent of such Indemnifying Party, not to be unreasonably withheld, settle) such Claim; provided, that no such contest need be made, and settlement or full payment of any such Claim may be made upon seven days' prior written notice to but without consent of the Indemnifying Party (with such Indemnifying Party remaining obligated to indemnify the Indemnified Party under this Article XIV) if, in the written opinion of the Indemnified Party's counsel, such Claim is meritorious.

Failure to Defend Claim. Should the Indemnified Party be entitled to indemnification under this Article XIV XVI as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim, having received notice as required by Section 14.516.4, the Indemnified Party may at the expense of the Indemnifying Party contest (or, with the prior written consent of such Indemnifying Party, not to be unreasonably withheld, settle) such Claim; provided, that no such contest need be made, and settlement or full payment of any such Claim may be made upon seven days' prior written notice to but without consent of the Indemnifying Party (with such Indemnifying Party remaining obligated to indemnify the Indemnified Party under this Article XIVXVI) if, in the written opinion of the Indemnified Party's counsel, such Claim is meritorious.