Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the Third Party Claim, fails to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further notice) have the right to undertake the defense, compromise or settlement of the Third Party Claim or consent to the entry of a judgment with respect to the Third Party 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.
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Samples: Merger Agreement (Petmed Express Inc), Asset Purchase Agreement (Douglas Dynamics, Inc), Asset Purchase Agreement (Ari Network Services Inc /Wi)
Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the any such Third Party Claim, fails to defend the such Third Party Claim actively and in good faith, then the Indemnified Party shall will (upon further notice) have the right to undertake the defense, compromise or settlement of the such Third Party Claim or consent to the entry of a judgment with respect to the such Third Party 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.
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Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the Third Party Claim, fails to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further notice) have the right to undertake the defense, compromise or settlement of the Third Party Claim or consent to the entry of a judgment with respect to the Third Party 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.
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Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the any such Third Party Claim, fails to defend the such Third Party Claim actively and in good faith, then the Indemnified Party shall will (upon further notice) have the right to undertake the defense, compromise or settlement of the such Third Party Claim or consent to the entry of a judgment with respect to the such Third Party 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.
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Samples: Purchase and Sale Agreement (Superior Services Inc)
Failure to Defend. If the Indemnifying Party, within a reasonable at any time after receiving notice of the Third Party Claim, fails to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further notice) have the right to undertake the defense, compromise or settlement of the Third Party Claim or consent to the entry of a judgment with respect to the Third Party 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.
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Samples: Asset Purchase Agreement (Ari Network Services Inc /Wi)
Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the Third Party Claim, fails to defend the Third Party Claim actively and in good faithfaith as described in Section 6.3(b), then the Indemnified Party shall (upon further notice) have the right to undertake the defense, compromise or settlement of the Third Party Claim or consent to the entry of a judgment with respect to the Third Party 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 compromise or consent to judgmentsettlement.
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Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the Third Party Claim, fails (or ceases) to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further notice) have the right to undertake the defense, compromise compromise, or settlement of the Third Party Claim or consent to the entry of a judgment with respect to the Third Party 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 settlement, or consent to judgment.
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Samples: Unit Purchase Agreement (Mayville Engineering Company, Inc.)
Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of the Third Party Claim, fails to assume the defense of the Third Party Claim in accordance with this Section 6.3(a) or, after any such assumption, fails to defend the Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further notice) have the right to undertake the defense, compromise or settlement of the Third Party Claim or consent to the entry of a judgment with respect to the Third Party 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.
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