Common use of Indemnifying Party Does Not Conduct Defense Clause in Contracts

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the Defense of a Third Party Claim (other than pursuant to Section 8.5(c)(1)) or does not preserve such option (including by failing to commence such Defense within 10 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 8), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned).

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect have the option to conduct the Defense of a Third such Third-Party Claim (other than pursuant to Section 8.5(c)(1)) or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 10 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Third-Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 8)7), and the Claiming Party will have the right to compromise or settle such Third Third-Party Claim after receiving without the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned)Party.

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect have the option to conduct the Defense of a such Third Party Claim (other than pursuant to Section 8.5(c)(1)) or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 10 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 8)7), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving without the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned)Party.

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect have the option to conduct the Defense of a such Third Party Claim (other than pursuant to Section 8.5(c)(1)) or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 10 12 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 8)7), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving without the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned)Party.

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect have the option to conduct the Defense of a Third such Third-Party Claim (other than pursuant to Section 8.5(c)(1)) or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 10 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Third-Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 8)6), and the Claiming Party will have the right to compromise or settle such Third Third-Party Claim after receiving without the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned)Party.

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect have the option to conduct the Defense of a such Third Party Claim (other than pursuant to Section 8.5(c)(1)) or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 10 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 8), and the Claiming Party will have the right to compromise or settle such Third Party Claim after receiving without the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned)Party.