Common use of Failure to Defend Clause in Contracts

Failure to Defend. (a) It is understood and agreed by StadCo if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo XxxxXx fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo Licensee that if an Authority Indemnified Person Licensor or any other Licensor Indemnitee is made a defendant in any claim Claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo Licensee fails or refuses to assume the defense thereofthereof (subject to the GWCCA Defense Limitations and Rights set forth in this Section 11.8), after having received notice by such Authority Indemnified Person Licensor or any other Licensor Indemnitee of its obligation hereunder to do so, such Authority Indemnified Person Licensor or said Licensor Indemnitee may compromise or settle or defend any such claimClaim, and StadCo Licensee shall be bound and obligated to reimburse such Authority Indemnified Person Licensor and/or said Licensor Indemnitee for the amount expended by such Authority Indemnified Person Licensor and/or Licensor Indemnitee in settling and compromising any such claimClaim, or for the amount expended by such Authority Indemnified Person Licensor and/or any Licensor Indemnitee in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person Licensor and/or any Licensor Indemnitee for defense or settlement of such claimClaim. Any judgment rendered against an Authority Indemnified Person Licensor and/or any Licensor Indemnitee or amount expended by an Authority Indemnified Person Licensor and/or any Licensor Indemnitee in compromising or settling such claim Claim shall be conclusive as determining the amount for which StadCo Licensee is liable to reimburse such Authority Indemnified Person Licensor and/or any Licensor Indemnitee hereunder. To the extent that an Authority Indemnified Person Licensor and/or any Licensor Indemnitee has the right to, and in fact does, assume the defense of such claimClaim, such Authority Indemnified Person Licensor and/or each other Licensor Indemnitee shall have the right, at its expense, to employ independent legal counsel in connection with any claim Claim (but not more than one law firm in total for all Authority Indemnified PersonsLicensor and the Licensor Indemnitees), and StadCo Licensee shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified PersonLicensor or any Licensor Indemnitee.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo XxxxXx fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person.