Common use of Indemnified Party's Rights Clause in Contracts

Indemnified Party's Rights. 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 have the right to participate at its own cost and expense in the defense, compromise and settlement of such Claim; (ii) if the Indemnifying Party fails to assume the defense of a Claim, the Indemnified Party shall have the right to defend, compromise and settle such Claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, which approval shall not be unreasonably 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. Anything in thisSection 8 this Article 11 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's right to challenge the Indemnified Party shall have the right to participate at its own cost and expense in the Party's defense, compromise and compromise, settlement of such Claim; (ii) if the Indemnifying Party fails or consent to assume the defense of a Claimjudgment, the Indemnified Party shall have the right to defendundertake the defense, compromise and settle or settlement of such Claim; Claim or consent to the entry of a judgment with respect to such Claim and (iiiii) the an Indemnifying Party shall not, without the written consent of the Indemnified Party, which approval shall not be unreasonably 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.