Common use of Indemnified Person’s Control Clause in Contracts

Indemnified Person’s Control. If the Indemnifying Party does not assume control or is otherwise not entitled to assume control or loses the right to continue to control the defense of any Third Party Claim as contemplated by Section 9.4(b), the Indemnified Person may defend the Third Party Claim in any reasonable manner; provided, however, the Indemnified Person shall not consent to the entry of any judgment and shall not enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.4(d): (i) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate reasonably (but not control) in the defense of the Third Party Claim; (ii) to the extent provided in the Escrow Agreement, the Indemnifying Party will advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses); and (iii) the Indemnifying Party will remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the extent provided in this Article IX.

Indemnified Person’s Control. (1) If the Indemnifying Party does not assume control deliver the notice contemplated by clause (i) of Section 8.5(b), or is the evidence contemplated by clause (ii) of Section 8.5(b), within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Section 8.5(a), or otherwise not entitled at any time fails to assume control or loses the right to continue to control conduct the defense of any the Third Party Claim as contemplated by actively and diligently, or (2) 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 9.4(b)8.5(b) is or becomes unsatisfied, then in each case the Indemnified Person may defend the Third Party Claim in any reasonable manner; provideddefend, however, the Indemnified Person shall not and may consent to the entry of any judgment and shall not or enter into any compromise or settlement with respect to to, the Third Party Claim Claim; provided, 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 the its prior written consent of the Indemnifying Party, (which consent will not be unreasonably withheld, conditioned or delayeddelayed (it being understood and agreed that it shall be reasonable for the Indemnifying Party to withhold such consent if it believes in good faith that there is not any underlying basis for indemnification with respect to such judgment, compromise or settlement)). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.4(d): (i) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate reasonably (but not control) in the defense of the Third Party Claim; (ii) to the extent provided in the Escrow Agreement8.5(d), the Indemnifying Party will advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses); and (iii) the Indemnifying Party will remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the extent such Losses are otherwise indemnifiable as provided in this Article IXVIII (subject to the limitations set forth in this Article VIII).

Indemnified Person’s Control. If the Indemnifying Party Person does not assume control deliver the notice contemplated by clause (a) of Section 9.4.2 within 15 days after the Indemnified Person has given notice of the Third Party Claim, or is otherwise not entitled at any time fails to assume control or loses the right to continue to control conduct the defense of any the Third Party Claim as contemplated by Section 9.4(b)actively and diligently, the Indemnified Person may defend the Third Party Claim in any reasonable manner; provideddefend, however, the Indemnified Person shall not and may consent to the entry of any judgment and shall not or enter into any compromise or settlement with respect to to, the Third Party Claim without with the prior written consent of the Indemnifying PartyPerson, which consent will shall not be unreasonably withhelddelayed, conditioned or withheld. If such notice and evidence is given on a timely basis and the Indemnifying Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.4.2 is or becomes unsatisfied, the Indemnified Person 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 with the consent of the Indemnifying Person, which consent shall not be unreasonably delayed, conditioned or withheld. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.4(d): (i) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate reasonably (but not control) in the defense of the Third Party Claim; (ii) to the extent provided in the Escrow Agreement9.4.4, the Indemnifying Party Person will (a) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses); and ) and (iiib) the Indemnifying Party will remain responsible for any and all other Losses that the Indemnified Person 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 IXSection 9.

Indemnified Person’s Control. If the Indemnifying Party Person does not assume control deliver the notice contemplated by clause (a), or is the evidence contemplated by clause (b), of Section 5.4.2 within 15 days after the Indemnified Person has given notice of the Third Party Claim, or otherwise not entitled at any time fails to assume control or loses the right to continue to control conduct the defense of any the Third Party Claim as contemplated by Section 9.4(b)actively and diligently, the Indemnified Person may defend the Third Party Claim in any reasonable manner; provideddefend, however, the Indemnified Person shall not and may consent to the entry of any judgment and shall not or enter into any compromise or settlement with respect to to, the Third Party Claim without in any manner it may deem appropriate (and the prior written Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Person in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Person conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 5.4.2 is or becomes unsatisfied, the Indemnified Person 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 with the consent of the Indemnifying PartyPerson, which consent will shall not be unreasonably withhelddelayed, conditioned or delayedwithheld. In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 9.4(d): (i) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate reasonably (but not control) in the defense of the Third Party Claim; (ii) to the extent provided in the Escrow Agreement5.4.4, the Indemnifying Party Person will (a) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses); and ) and (iiib) the Indemnifying Party will remain responsible for any and all other Losses that the Indemnified Person 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 IXSection 5.