Common use of Limitations of Right to Assume Defense Clause in Contracts

Limitations of Right to Assume Defense. The Indemnifying Party shall not be entitled to assume control of the defense of a Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against an Indemnified Party; or (ii) such Third Party Claim seeks an injunction or equitable relief against an Indemnified Party.

Limitations of Right to Assume Defense. The Indemnifying Party shall not be entitled to assume control of the such defense of a Third Party Claim if (i) such the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against an Indemnified Partyinvestigation; or (ii) such the Third Party Claim seeks an injunction or equitable relief against an the Indemnified Party; or (iii) there is a reasonable probability that a Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments.

Limitations of Right to Assume Defense. The Indemnifying Party Parties shall not be entitled to assume control of such defense and shall pay the defense reasonable fees and expenses of a Third Party Claim counsel retained by the Indemnified Parties if (i) such the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against an Indemnified Partyinvestigation; or (ii) such the Third Party Claim seeks an injunction or equitable relief against an Indemnified Partythe Indemnifying Parties; or (iii) there is a reasonable probability that a Third Party Claim could result in a Barington Material Adverse Effect.

Limitations of Right to Assume Defense. The Indemnifying Party shall not be entitled to assume control of the such defense of a Third Party Claim if (i) such the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against an Indemnified Partyarising in connection with the potential criminal conduct of that party; or (ii) such there is a reasonable likelihood that a Third Party Claim seeks an injunction will materially and adversely affect the Indemnifying Party other than as a result of money damages or equitable relief against an Indemnified Partyother money payments.

Limitations of Right to Assume Defense. The Indemnifying Party shall not be entitled to assume control of the such defense of a Third Party Claim if (i) such the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against an Indemnified Partythe Indemnitee; or (ii) such the Third Party Claim seeks an injunction or equitable relief against an Indemnified Party.

Limitations of Right to Assume Defense. The Indemnifying Party Parties shall not be entitled to assume control of such defense and shall pay the defense reasonable fees and expenses of a counsel retained by the Indemnified Parties if the Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any is a criminal proceeding, action, action or indictment, allegation or investigation against an Indemnified Party; or (ii) such Third Party Claim seeks an injunction or equitable relief against an Indemnified Party.