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 such Third Party Claim, then the Claiming Party may conduct the defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of the Claiming Party in connection therewith, and the Claiming Party may compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense Defense of such Third Party Claim, then the Claiming Party may conduct the defense Defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of in any manner that the Claiming Party in connection therewithreasonably deems appropriate, at the expense of the Indemnifying Party, which expenses shall be reasonable and documented (subject to the other 52 limitations of this Article 8), and the Claiming Party may 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).

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense Defense of such Third Party Claim, then the Claiming Party may conduct the defense Defense of such Third Party Claim and in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party shall pay (subject to the reasonable fees other limitations of this Article 9 and expenses of to the Claiming extent that the Indemnifying Party in connection therewithis obligated therefor), except that no Party will (and the Claiming each Party may will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle settle, such Third Party Claim after receiving the without each other Party’s prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned, or delayed).

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense of such Third Party Claim, then the Claiming Party may conduct the defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of the Claiming Party in connection therewiththerewith will be paid by the Indemnifying Party, and the Claiming Party may 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).

Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense Defense of such Third Party Claim, then the Claiming Party may conduct the defense Defense of such Third Party Claim and in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party shall pay (subject to the reasonable fees and expenses other limitations of the Claiming Party in connection therewiththis Article 8), and the Claiming Party may 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).