Common use of Indemnified Party’s Control Clause in Contracts

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 written notice contemplated by clause (a), or the evidence contemplated by clause (b), ) of Section 10.4.2 within [**] 15 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 Claim in any manner it may deem appropriate. If such notice is given on a timely basis and the Indemnifying Party shall not be bound by 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 such judgment consented to, or enter into any such compromise or settlement effectedwith respect to, without its prior written consent (which consent shall not be unreasonably withheld or delayed)the Third Party Claim. 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 will (a) advance the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable outside attorneys’ and experts’ 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 written notice contemplated by clause (a)) of Section 10.4.2, or the evidence contemplated by clause (b), ) of Section 10.4.2 10.4.2, within [**] fifteen 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 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 shall 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 10.4.4, the Indemnifying Party shall will (a) advance the Indemnified Party promptly and periodically for the reasonable 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 written notice contemplated by clause Section 7.4(b)(i) of this Agreement within fifteen (a), or the evidence contemplated by clause (b), of Section 10.4.2 within [**] 15) 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 diligentlydiligently and in good faith or otherwise is or becomes unable to conduct the defense of the Third Party Claim due to any of the other conditions in Section 7.4(b) of this Agreement being unsatisfied, the Indemnified Party may is permitted to defend, and may is permitted to consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; providedClaim in any manner the Indemnified Party deems appropriate (and the Indemnified Party need not consult with, howeveror obtain any consent from, 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 delayedin connection therewith). In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 10.4.47.4(c), 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) is to remain responsible for any and all other Losses that the Indemnified Party may incur incurs or suffer suffers 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 10Article VII.

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 [**] fifteen 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 diligentlydiligently or is or becomes unable to conduct the defense of the Third Party Claim pursuant to Section 10.4.2, the Indemnified Party may defend. 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 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; provided, however, that the Indemnifying Party shall 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 shall 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 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) 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 Section Article 10.

Indemnified Party’s Control. If the Indemnifying Party does not deliver to the written Indemnified Party the notice contemplated by clause Section 8.4(b) within fifteen (a), or the evidence contemplated by clause (b), of Section 10.4.2 within [**] 15) calendar days after the Indemnified Party has given written notice of the Third Party ClaimClaim pursuant to Section 8.4(a) (or any of the conditions set forth in clauses (i) though (vi) of the second sentence of Section 8.4(b) is unsatisfied), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defenddefend the Third Party Claim in a good faith and reasonable manner; provided, and however, that if the Indemnified Party does not permit the Indemnifying Party to conduct the defense, then the Indemnified Party may not consent to the entry of any judgment or enter into any compromise or settlement with respect to, the of any Third Party Claim; provided, however, that Claim without 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 (of the Indemnifying Party, which consent shall will not be unreasonably withheld withheld, delayed or delayed)conditioned. In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 10.4.48.4, 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) will remain responsible for any and all other Losses that the Indemnified Party may incur is responsible for pursuant to Section 8.1 or suffer resulting fromSection 8.2, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 10as applicable.

Indemnified Party’s Control. If In the event that the Indemnifying Party does not deliver the written notice contemplated by clause (a), or the evidence contemplated by clause (b)Representative, as applicable, fails or elects not to assume the defense of Section 10.4.2 within [**] days after the Indemnified Party has given written notice of the against such Third Party Claim, or otherwise at any time fails the Indemnified Party shall have the right to conduct undertake the defense of the and shall not compromise or settle such Third Party Claim actively and diligently, the Indemnified Party may defend, and may or consent to the entry of any judgment or enter into any compromise or settlement with in respect to, thereof without the Third Party Claim; provided, however, that prior written consent of the Indemnifying Party shall not be bound by or the entry Representative (on behalf of any each Seller Indemnifying Party if such judgment consented topersons are the Indemnifying Parties), or any such compromise or settlement effected, without its prior written consent as applicable (which consent shall not be unreasonably withheld or delayed). In , unless the claimant and such Indemnified Party provide to the Indemnifying Party or the Representative (on behalf of each Seller Indemnified Party if such persons are the Indemnifying Parties) an unqualified release from liability of the Indemnifying Party in respect of such Third Party Claim; provided, however, that in the event that the Indemnified Party conducts Representative or the defense of Indemnifying Party, as applicable, fails to consent in accordance with the Third Party Claim pursuant to this Section 10.4.4foregoing clause, the Indemnifying Party shall (a) advance be obligated to further indemnify the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable outside attorneys’ incremental fees and expenses, but excluding expenses in excess of those related to the expenses of any attorneys who are employees of compromise or settlement amount incurred by 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 to the written Indemnified Party the notice contemplated by clause Section 8.4(b) within fifteen (a), or the evidence contemplated by clause (b), of Section 10.4.2 within [**] 15) days after the Indemnified Party has given written notice of the Third Party ClaimClaim pursuant to Section 8.4(a), or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defenddefend the Third Party Claim in a good faith and reasonable manner, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; providedClaim in any manner it may deem appropriate (and the Indemnified Party need not consult with, howeveror obtain any consent from, 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 delayedin connection therewith). In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 10.4.48.4, the Indemnifying Party shall will (ai) 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 (bii) 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 108.1 or Section 8.2, as applicable.