Common use of Failure to Defend Clause in Contracts

Failure to Defend. If the Indemnifying Representative, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative shall have the right to approve any settlement, which approval will not be unreasonably delayed, withheld or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParties, promptly after receiving a Notice of Claim, fails fail to defend such Third Party Claim actively and in good faith, the Indemnified Representative Parties, at its own cost and expense, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Parties shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParties, promptly after receiving making a Notice of Claimto Defend, fails fail to defend such Third Party Claim actively and in good faith, the Indemnified Representative Parties, at its own cost and expense, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Parties shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, reasonably promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative Indemnitee, subject to the limitations of Section 8.4, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative Party will (upon further written noticenotice and subject to all other limitations set forth in this Article VII) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably withheld, conditioned, or delayed, withheld or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly after receiving notice of any claim, demand or action brought by a Notice of Claimthird-party, fails to defend such Third Party Claim action actively and in good faith, the Indemnified Representative 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 Third Party Claim action as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayed, withheld or conditioneddelayed.

Failure to Defend. If the Indemnifying RepresentativeParty, reasonably promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative Indemnitee, subject to the limitations of Section 7.4, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly within a reasonable time after receiving a Notice notice of the Third Party Claim, fails to defend such the Third Party Claim actively and in good faith, then the Indemnified Representative will (upon further written notice) Party shall have the right to undertake the control and defense, compromise or settlement of such the Third Party Claim as it may determine in its reasonable discretionon behalf of and for the account and risk of the Indemnifying Party; provided, provided however, that the Indemnifying Representative Party shall have the right to approve no obligation hereunder for any settlementcompromise or settlement entered into without its prior written consent, which approval will consent shall not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative 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 Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, reasonably promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative Indemnitee, subject to the limitations of Section 6.4, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly within a commercially reasonable time after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative Indemnitee will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayed, withheld or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly within a reasonable time after receiving a Notice notice of the Third Party Claim, fails to defend such the Third Party Claim actively and in good faithfaith as described in Section 10.3(a), then the Indemnified Representative will Party shall (upon further written notice) have the right to undertake the defense, compromise or settlement of such the Third Party Claim as it may determine in its reasonable discretion, provided that on behalf of and for the account and risk of the Indemnifying Representative Party, and the Indemnifying Party shall thereafter have the no right to approve any challenge the Indemnified Party’s defense, compromise or settlement, which approval will not be unreasonably delayed, withheld or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParties, promptly after receiving a Notice of Claim, fails fail to defend such Third Party Claim actively diligently and in good faith, the Indemnified Representative will Parties shall (upon further written notice) have the right to undertake the defense, compromise or settlement defense of such Third Party Claim as it may determine in its reasonable sole discretion, ; provided that the Indemnifying Representative Parties shall have the right to approve any settlement, which approval will not be unreasonably delayedwithheld, withheld delayed or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnified Representative Party will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Representative Party shall have the right to approve any settlement, which approval will not be unreasonably delayed, withheld or conditioned.

Failure to Defend. If the Indemnifying RepresentativeParty, promptly within a reasonable time after receiving a Notice notice of the Third Party Claim, fails to defend such the Third Party Claim actively and in good faithfaith as described in Section 9(c)(i), then the Indemnified Representative will Party shall (upon further written notice) have the right to undertake the defense, compromise or settlement of such the Third Party Claim as it may determine in its reasonable discretion, provided that on behalf of and for the account and risk of the Indemnifying Representative Party, and the Indemnifying Party shall thereafter have the no right to approve any challenge the Indemnified Party’s defense, compromise or settlement, which approval will not be unreasonably delayed, withheld or conditioned.