Common use of Failure to Defend Clause in Contracts

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have has the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faithClaim, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and subject to the right of the Indemnifying Party shall thereafter have no right to challenge assume the Indemnified Party's defensedefense of such Claim at any time prior to settlement, compromise, settlement compromise or consent to judgmentfinal determination thereof.

Failure to Defend. If the Indemnifying Party, within after receiving a reasonable time after notice Notice of any such Claim, fails to defend such Claim actively reasonably and in good faith, the Indemnified Party Indemnitee will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to as it may determine in its reasonable discretion at the entry of a judgment with respect to such Claim, on behalf of sole cost and for the account and risk expense of the Indemnifying Party, and Party subject to the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentlimitations contained in this Article VIII.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a ----------------- reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claimclaim, fails to defend such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claimclaim, fails to defend assume the defense of such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of and for the account of and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right right, at the Indemnifying Party’s cost, to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying -35- 42 Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time ten (10) days after notice of any such Claimclaim, fails to notify the Indemnified Party in writing that it will defend such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time promptly after receiving notice of any such Claimclaim, demand or action brought by a third-party, fails to defend such Claim action actively and in good faith, the Indemnified Party Party, at the reasonable cost and expense of the Indemnifying Party, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claimaction as it may determine in its reasonable discretion, on behalf of and for the account and risk of the Indemnifying Party, and provided that the Indemnifying Party shall thereafter have no the right to challenge the Indemnified Party's defenseapprove any settlement, compromise, settlement which approval will not be unreasonably withheld or consent to judgmentdelayed.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromisecompromise or settlement, provided that any payment, settlement or consent to judgmentcompromise of such Claim shall include a full and final release of the Indemnifying Party.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such the Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such the Claim or consent to the entry of a judgment with respect to such the Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall will thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of settle such Claim or consent as it relates to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk liability of the Indemnifying Indemnified Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, compromise or settlement or consent to judgmentthereof.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claimclaim, fails to defend such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise compromise, or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of of, and for the account and risk of of, the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement settlement, or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such the Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such the Claim or consent to the entry of a judgment with respect to such the Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall will thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend assume the defense of such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account of and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified indemnified Party will (upon further notice) have the right light, at the Indemnifying Party's cost, to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party Par ty shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faithClaim, the Indemnified Party will (upon further written notice) have the right to undertake the defense, compromise or settlement defense of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and but in no event, shall the Indemnified Party admit any liability with respect to, or settle, compromise or discharge, such third-party Claim without the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement prior written consent (which consent shall not be unreasonably withheld or consent to judgmentdelayed).

Failure to Defend. If the Indemnifying Party, within a reasonable ----------------- time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have has the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time 30 days after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable ----------------- time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will shall (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after written notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claimclaim, fails decides not to defend such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement defense of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall will thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment’s defense thereof.

Failure to Defend. If the Indemnifying Party, within ----------------- a reasonable time after notice of any such Claim, fails to defend such or cause to be defended the Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such the Claim or consent to the entry of a judgment with respect to such the Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall will thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a ----------------- reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have has the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.the

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails decides not to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's ’s defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claimclaim, fails to defend such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claimclaim, fails to defend such Claim claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim claim or consent to the entry of a judgment with respect to such Claimclaim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, Party fails to defend such Claim actively and in good faithfaith within (10) ten days of receiving notice of such Claim, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right right, at the Indemnifying Party's cost, to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgmentjudgment therein.