Common use of Failure to Defend Clause in Contracts

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.

Failure to Defend. If the Indemnifying PartyParties, within promptly after receiving a reasonable time after notice Notice of the Third Party Claim, fails fail to defend the such Third Party Claim actively and in good faith, then the Indemnified Party shall Parties, at its own cost and expense, will (upon further written 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 Third Party Claimas it may determine in its reasonable discretion, on behalf of and for the account and risk of provided that the Indemnifying Party, and Parties shall have the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party’s defenseapprove any settlement, compromisewhich approval will not be unreasonably withheld, settlement delayed or consent to judgmentconditioned.

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.

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.

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 10.3(a), then the Indemnified Party shall (upon further written 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.

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.

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.

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.

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 control and 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; provided, and however, that the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party’s defenseobligation hereunder for any compromise or settlement entered into without its prior written consent, compromisewhich consent shall not be unreasonably withheld, settlement delayed or consent to judgmentconditioned.