Common use of Indemnified Party's Rights Clause in Contracts

Indemnified Party's Rights. The Indemnifying Party shall lose its right to contest, defend and litigate the Third Party Claim if it shall fail to diligently contest the Third Party Claim. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend and litigate such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.7, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses.

Indemnified Party's Rights. The Notwithstanding anything to the contrary in this Article 6, the Indemnifying Party shall lose its right not, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to contest, defend and litigate or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if it shall fail the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to diligently contest such Indemnified Party of a release from all Liability in respect of the Third Party Claim. If an Indemnified Party is entitled In addition, notwithstanding anything to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to contrary in this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend and litigate such a Third Party ClaimArticle 6, the Indemnified Party shall have the rightright to defend, without prejudice compromise or settle any Third Party Claim or consent to its right or seek the entry of indemnification hereunder, in its discretion exercised in good faith a judgment consistent with the terms and upon conditions of the advice of counsel, compromise or settlement with respect to contest, defend and litigate such any Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided : (i) if there is a reasonable probability that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.7, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are incurred different from time or additional to time, forthwith following the presentation those available to the Indemnifying Party so as to result in a potential conflict of itemized bills for said attorneys’ fees interest between the Indemnified Party and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other expensesequitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are sought.

Indemnified Party's Rights. The Anything in this Section 9.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then, without prejudice to the Indemnifying Party shall lose its Party's right to contestchallenge the Indemnified Party's defense, defend and litigate the Third Party Claim if it shall fail compromise, settlement or consent to diligently contest the Third Party Claim. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend and litigate such a Third Party Claimjudgment, the Indemnified Party shall have the rightright to defend, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate compromise or settle such Third Party Claim, and may (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle such Third Party Claim, either before or after compromise any Claim or consent to the initiation entry of litigation, at such time and upon such terms any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party deems fair of a release from all Liability in respect of such Claim No third party Claim shall be settled or compromised without the prior consent of the Indemnified Party and reasonablethe Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If (i) a firm written offer is made to settle any third party Claim by the party asserting the Claim or if the party asserting the Claim and the Indemnifying Party have agreed on a settlement of such Claim; provided that at least ten (10ii) days prior such third party Claim will not result in either (A) the Indemnified Party paying monetary damages other than to the extent required by this Agreement or (B) any effect on the Indemnified Party other than the payment of monetary damages; and (iii) the Indemnified Party refuses to consent to such settlement, written notice of its intention to settle is given to then the Indemnifying Party. IfParty shall be excused from, pursuant to this Section 8.7, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder, and the Indemnified Party shall be reimbursed by solely responsible for, all further defense of such Claim and the maximum amount of liability of the Indemnifying Party for relating to such Claim shall be the reasonable attorneys’ fees and other expenses amount of contestingthe proposed settlement or compromise, defending, litigating and/or settling if the Third Party amount recovered pursuant to such Claim which are incurred from time to time, forthwith following is greater than the presentation to amount of the Indemnifying Party of itemized bills for said attorneys’ fees and other expensesproposed settlement or compromise.

Indemnified Party's Rights. The Indemnifying Anything in thisSection 8 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall lose its have the right to contestparticipate at its own cost and expense in the defense, defend compromise and litigate the Third Party Claim settlement of such Claim; (ii) if it shall fail to diligently contest the Third Party Claim. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, assume the defense of a Third Party Claim pursuant to this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend and litigate such a Third Party Claim, the Indemnified Party shall have the rightright to defend, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith compromise and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after ; (iii) if the initiation nature of litigation, at the Claim is such time and upon such terms as that the Indemnified Party deems fair reasonably believes that there exists a material conflict of interests between the Indemnified Party's interests and reasonable; provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.7's interests, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is shall be entitled to indemnification hereunderassume the defense, compromise and settlement of the Claim and retain independent legal counsel of its own choosing, the Indemnified Party fees, costs and expenses of which shall be reimbursed by the Indemnifying Party to the extent such amounts constitute or relate to a Claim for the reasonable attorneys’ fees which indemnification is available under this Section 8; and other expenses of contesting, defending, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to (iv) the Indemnifying Party shall not in any case, without the written consent of itemized bills for said attorneys’ fees and other expensesthe Indemnified Party, which approval shall not be unreasonably conditioned, delayed or withheld, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Claim.

Indemnified Party's Rights. The Notwithstanding anything to the contrary in this Article 6, the Indemnifying Party shall lose its right not, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to contest, defend and litigate or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if it shall fail the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to diligently contest such Indemnified Party of a release from all Liability in respect of the Third Party Claim. If an Indemnified Party is entitled In addition, notwithstanding anything to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to contrary in this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend and litigate such a Third Party ClaimArticle 6, the Indemnified Party shall have the rightright to defend, without prejudice compromise or settle any Third Party Claim or consent to its right or seek the entry of indemnification hereunder, a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate connection with such Third Party Claim, and may settle Claim the named parties (including any impleaded parties) to any such Third Party Claim, either before action or after the initiation of litigation, at such time and upon such terms as proceeding include both the Indemnified Party deems fair and reasonable; provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.7, and the Indemnified Indemnifying Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder, the Indemnified Party shall be reimbursed have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party for so as to result in a potential conflict of interest between the reasonable attorneys’ fees Indemnified Party and other expenses of contesting, defending, litigating and/or settling the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expensessought.