Indemnified Party’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (a) of Section 14.4.2 within fifteen (15) calendar days after the Indemnified Party has given notice of the Third Party Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 14.4.2 is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 14.4.4, the Indemnifying Party will (a) advance the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (b) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 14.
Indemnified Party’s Control. If the Indemnifying Party does not deliver the written notice contemplated by clause (a), or the evidence contemplated by clause (b), of Section 10.4.2 within [**] days after the Indemnified Party has given written notice of the Third Party Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Party shall not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent shall not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 10.4.4, the Indemnifying Party shall (a) advance the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable outside attorneys’ fees and expenses, but excluding the expenses of any attorneys who are employees of the Indemnified Party), and (b) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 10.
Indemnified Party’s Control. If the Indemnifying Party does not deliver the notice contemplated by Section 8.2(d)(ii) within twenty (20) days after the Indemnified Party has given notice of the Third Party Claim pursuant to Section 8.2(d)(i), the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim.
Indemnified Party’s Control. If the Indemnifying Party does not deliver the notice contemplated by Section 8.4.2 within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement that (x) includes an unconditional release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party, from the third party claimant, (y) does not impose any Liabilities or obligations on the Indemnified Party and (z) with respect to any non-monetary provision of any settlement, does not impose conditions upon the Indemnified Party which, in the Indemnified Party's good faith judgment, could have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnified Party.
Indemnified Party’s Control. In the event that the Indemnifying Party fails or elects not to assume the defense of the Indemnified Party against such Third Party Claim that the Indemnifying Party had the right to assume under Section 8.5(b) above, the Indemnified Party shall have the right to undertake the defense and the Indemnifying Party shall have the right to participate at its own expense with counsel selected by it.
Indemnified Party’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (a) of Section 7.4.2 within 15 days after the Indemnified Party has given notice of the Third Party Claim, or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently (after notice and a reasonable opportunity to cure is provided by the Indemnified Party), the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate. If the notice contemplated by clause (a) of Section 7.4.2 is duly delivered and the Indemnifying Party conducts the defense of the Third-Party Claim, but any of the other conditions in Section 7.4.2 is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third-Party Claim; provided, however, that the Indemnifying Party will not be bound by, nor have any Liability with respect to, the entry of any such judgment consented to, or any such compromise or settlement effected.
Indemnified Party’s Control. If the Indemnifying Party shall fail to give notice in a timely manner, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event, or in the event the Indemnifying Party elects not to, or is not entitled to, conduct the defense of the subject claim, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate. In the event that the Indemnified Party conducts the defense of the Third-Party Claim pursuant to this Section 8.4.4, the Indemnifying Party will remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Article VIII. Section 8.5
Indemnified Party’s Control. In the event that the Indemnifying Party or the Contributor Representative, as applicable, elects not to assume or is not entitled to assume or fails to properly assume the defense of the Third Party Claim in accordance with Section 9.9(a)(i), the Indemnified Party the right to control the defense of such Third Party Claim and may defend against the matter in any manner that it reasonably may deem appropriate with counsel of its own choice, at the cost and expense of the Indemnifying Party, and may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to matter without the consent of the Indemnifying Party; provided, however, that (i) if such consent is not obtained, such settlement shall not be dispositive of the amount of or existence of any indemnifiable Damage hereunder; and (ii) the Indemnifying Party may retain separate counsel of its own choice and, upon reasonable request by Indemnifying Party and as commercially practicable, participate in the defense of the Third Party Claim, at its own expense, unless the Indemnified Party reasonably determines that there is a material conflict of interest between or among the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim.
Indemnified Party’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (a), or the evidence contemplated by clause (b), of Section 10.4.2 within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 10.4.2 is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim. 74163855_1
Indemnified Party’s Control. In the event that Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), as applicable, fails or elects not to assume the defense of the Indemnified Party against such Third Party Claim that Buyer or the Seller, as applicable, had the right to assume under Section 8.5(b) above, the Seller (on behalf of the Seller Indemnified Parties if such Persons are the Indemnified Party) or Buyer (on behalf of the Buyer Indemnified Parties if such Persons are the Indemnified Party) shall undertake the defense, shall conduct the defense actively and diligently and shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), as applicable, which consent shall not be unreasonably withheld or delayed.
