Common use of Legal Defense of Third Party Claims Clause in Contracts

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for reasonable fees and expenses of counsel incurred by Indemnified Party in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgment, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party shall be entitled to resume the defense thereof and the indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in such defense.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified PartyIndemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: : (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in defending such Third Party Claim) if the Third Party Claim either (A) seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Indemnitee which the Indemnified Party Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; ; or (iiB) an Indemnifying Party shall not be entitled relates to assume the defense or arises out of any Third Party Claim (and shall be liable for reasonable fees and expenses of counsel incurred by Indemnified Party in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgment, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party shall be entitled to resume the defense thereof and the indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in such defenseShipbuilding Securities Liability.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified PartyIndemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, defense the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in defending such Third Party Claim) if the Third Party Claim either seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Indemnitee which the Indemnified Party Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by Indemnified Party the Indemnitee in defending such Third Party Claim) if, in the Indemnified PartyIndemnitee's reasonable judgment, a conflict of interest between such Indemnified Party Indemnitee and such Indemnifying Party exists in respect of such Third Party ClaimClaim or if the claim for indemnification relates to a matter that, if determined adversely, could reasonably be expected to expose the Indemnitee to criminal prosecution or penalties; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party Indemnitee shall be entitled to resume the defense thereof and the indemnifying Indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in such defense.

Legal Defense of Third Party Claims. If a Third Party Claim ----------------------------------- is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in the judgment of the Indemnifying Party, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claims which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim thereof (other than during any period during which the period prior Indemnitee shall have failed to the time the Indemnified Party shall have given notice of the Third Party Claim as provided required above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, the Indemnifying Party shall have the right to settle such action or claim on such terms as it deems appropriate, and all of the Indemnified Parties Indemnitees shall fully and completely cooperate with the Indemnifying Party in the defense of such action or prosecution thereof. Notwithstanding the foregoing: (i) claim and shall provide the Indemnifying Party shall not be entitled with access (including access to assume employees of the Indemnitees) and copying rights during normal business hours to all records, books, contracts, instruments, computer data and other information in the possession of the Indemnitees which is reasonably required in connection with the defense of any Third Party Claim (such action or claim. It is understood and shall be liable agreed that wherever in this Section 5.5 reference is made to the Indemnified Party for the reasonable payment of fees and expenses of ----------- counsel incurred for the Indemnitee by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagesIndemnifying Party, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of not, in connection with any Third Party Claim (and shall or any group of separate but substantially similar Third Party Claims arising out of the same general allegations, be liable for reasonable the fees and expenses of counsel incurred by Indemnified Party in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgment, a conflict more than one separate firm of interest between such Indemnified Party and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if attorneys at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party shall be entitled to resume the defense thereof and the indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in such defenseall Indemnitees.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable reliable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for reasonable fees and expenses of counsel incurred by Indemnified Party in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgment, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party shall be entitled to resume the defense thereof and the indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in such defense.

Legal Defense of Third Party Claims. If a Third Party ----------------------------------- Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in the judgment of the Indemnifying Party, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claims which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim thereof (other than during any period during which the period prior Indemnitee shall have failed to the time the Indemnified Party shall have given notice of the Third Party Claim as provided required above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, the Indemnifying Party shall have the right to settle such action or claim on such terms as it deems appropriate, and all of the Indemnified Parties Indemnitees shall fully and completely cooperate with the Indemnifying Party in the defense of such action or prosecution thereof. Notwithstanding the foregoing: (i) claim and shall provide the Indemnifying Party shall not be entitled with access (including access to assume employees of the Indemnitees) and copying rights during normal business hours to all records, books, contracts, instruments, computer data and other information in the possession of the Indemnitees which is reasonably required in connection with the defense of any Third Party Claim (such action or claim. It is understood and shall be liable agreed that wherever in this Section 5. 5 reference is made to the Indemnified Party for the reasonable payment ------------- of fees and expenses of counsel incurred for the Indemnitee by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagesIndemnifying Party, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of not, in connection with any Third Party Claim (and shall or any group of separate but substantially similar Third Party Claims arising out of the same general allegations, be liable for reasonable the fees and expenses of counsel incurred by Indemnified Party in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgment, a conflict more than one separate firm of interest between such Indemnified Party and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if attorneys at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party shall be entitled to resume the defense thereof and the indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in such defenseall Indemnitees.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days of its receipt of notice of such Third Party Claim from Indemnitee (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in the judgment of the Indemnifying Party, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claims which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim thereof (other than during any period during which the period prior Indemnitee shall have failed to the time the Indemnified Party shall have given notice of the Third Party Claim as provided required above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, the Indemnifying Party shall have the right to settle such action or claim on such terms as it deems appropriate, and all of the Indemnified Parties Indemnitees shall fully and completely cooperate with the Indemnifying Party in the defense of such action or prosecution thereof. Notwithstanding the foregoing: (i) claim and shall provide the Indemnifying Party shall not be entitled with access (including access to assume employees of the Indemnitees) and copying rights during normal business hours to all records, books, contracts, instruments, computer data and other information in the possession of the Indemnitees which is reasonably required in connection with the defense of any Third Party Claim (such action or claim. It is understood and shall be liable agreed that wherever in this Section 5. 5 reference is made to the Indemnified Party for the reasonable payment of fees and expenses of counsel incurred for the Indemnitee by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagesIndemnifying Party, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of not, in connection with any Third Party Claim (and shall or any group of separate but substantially similar Third Party Claims arising out of the same general allegations, be liable for reasonable the fees and expenses of counsel incurred by Indemnified Party in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgment, a conflict more than one separate firm of interest between such Indemnified Party and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if attorneys at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party shall be entitled to resume the defense thereof and the indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in such defenseall Indemnitees.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified PartyIndemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, defense the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in defending such Third Party Claim) if the Third Party Claim either seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Indemnitee which the Indemnified Party Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages;; TENNECO DISTRIBUTION AGREEMENT (ii) an Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by Indemnified Party the Indemnitee in defending such Third Party Claim) if, in the Indemnified PartyIndemnitee's reasonable judgment, a conflict of interest between such Indemnified Party Indemnitee and such Indemnifying Party exists in respect of such Third Party ClaimClaim or if the claim for indemnification relates to a matter that, if determined adversely, could reasonably be expected to expose the Indemnitee to criminal prosecution or penalties; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party Indemnitee shall be entitled to resume the defense thereof and the indemnifying Indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in such defense.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified PartyIndemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties each Indemnitee shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume or continue the defense of any Third Party Claim (and shall be liable to the Indemnified Party Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks as its primary claim for relief an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Indemnitee which the Indemnified Party reasonably Indemnitee determines, after conferring with its counsel, cannot be separated from any related claim for money damages; providedprovided that, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume or continue the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume or continue the defense of any Third Party Claim (and shall be liable to the Indemnitee for reasonable the fees and expenses of counsel incurred by Indemnified Party the Indemnitee in defending such Third Party Claim) if, in the Indemnified Party's reasonable judgmentopinion of outside counsel to the Indemnitee (which opinion need not be in writing), a conflict of interest between such Indemnified Party Indemnitee and such Indemnifying Party exists in respect of such Third Party ClaimClaim or such claim involves the possibility of criminal sanction or criminal liability to the Indemnitee; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute prosecute, withdraw or shall be required to withdraw from the defense of such Third Party Claim, the Indemnified Party Indemnitee shall be entitled to resume the defense thereof and the indemnifying Indemnifying Party shall be liable to the Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in such defense.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified PartyIndemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks as its primary claim for relief an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Indemnitee which the Indemnified Party Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; providedPROVIDED, howeverHOWEVER, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnitee for the reasonable fees and expenses of counsel incurred by Indemnified Party the Indemnitee in defending such Third Party Claim) if, in the Indemnified PartyIndemnitee's reasonable judgment, a conflict of interest between such Indemnified Party Indemnitee and such Indemnifying Party exists in respect of such Third Party ClaimClaim or such claim involves the possibility of criminal sanction or criminal liability to the Indemnitee; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party Indemnitee shall be entitled to resume the defense thereof and the indemnifying Indemnifying Party shall be liable to the Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in such defense.

Legal Defense of Third Party Claims. If a Third Party Claim is made against an Indemnified PartyIndemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified PartyIndemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party Indemnitee for legal or other expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which the Indemnifying Party has failed to assume the defense of the Third Party Claim (other than during the period prior to the time the Indemnified Party Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Notwithstanding the foregoing: (i) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnified Party Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks as its primary claim for relief an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party Indemnitee which the Indemnified Party Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided, however, that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages; (ii) an Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable to the Indemnitee for the reasonable fees and expenses of counsel incurred by Indemnified Party the Indemnitee in defending such Third Party Claim) if, in the Indemnified PartyIndemnitee's reasonable judgment, a conflict of interest between such Indemnified Party Indemnitee and such Indemnifying Party exists in respect of such Third Party Claim; and (iii) if at any time after assuming the defense of a Third Party Claim an Indemnifying Party shall fail to prosecute or shall withdraw from the defense of such Third Party Claim, the Indemnified Party Indemnitee shall be entitled to resume the defense thereof and the indemnifying Indemnifying Party shall be liable to the Indemnitee for the reasonable fees and expenses of counsel incurred by the Indemnified Party Indemnitee in such defense.