Common use of Procedure Where No Notice of Election Is Delivered Clause in Contracts

Procedure Where No Notice of Election Is Delivered. If the indemnitor does not deliver a Notice of Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the defense of a claim, within the required notice period or fails to diligently defend the claim, the indemnitee shall have the right to defend the claim in such manner as it may deem appropriate, at the cost, expense and risk of the indemnitor, including payment of any judgment or award, indemnitee’s attorneys’ fees and expenses and the costs of settlement or compromise of the claim. The Confidential Master Services Agreement indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not be entitled to challenge the amount of any settlement or compromise paid by the indemnitee.

Procedure Where No Notice of Election Is Delivered. Or The Claim Is Not Otherwise Defended. If the indemnitor does not deliver a Notice of Election relating to a claim, or otherwise fails to (i) acknowledge its indemnification obligation or to obligation, (ii) assume the defense of a claim, claim within the required notice period period, or fails to (ii) diligently defend the claim, the indemnitee shall have the right to may defend the claim in such manner as it may deem appropriateappropriate (without any obligation to consult with or obtain any consent from the indemnitor), at the cost, expense expense, and risk of the indemnitor, including payment of any judgment or award, indemnitee’s attorneys’ fees and expenses award and the costs of settlement or compromise of the claim. The Confidential Master Services Agreement indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not be entitled to challenge the amount of any settlement or compromise paid by the indemnitee.

Procedure Where No Notice of Election Is Delivered. If the indemnitor does not deliver a Notice of Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the defense of a claim, within the required notice period Notice Period or fails to diligently defend the claim, the indemnitee shall have the right to defend the claim in such manner as it may deem appropriate, at the cost, expense expense, and risk of the indemnitor, including payment of any judgment or award, indemnitee’s attorneys’ fees and expenses and the costs of settlement or compromise of the claim, and any other Costs and Expenses. The Confidential Master Services Agreement indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the award, costs of settlement or compromise of the claim, and Costs and Expenses. If it is determined that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not be entitled to challenge the amount of any settlement or compromise paid by the indemnitee.

Procedure Where No Notice of Election Is Delivered. If the indemnitor does not deliver a Notice of Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the defense of a claim, within the required notice period or fails to diligently defend the claim, the indemnitee shall have the right to defend the claim in such manner as it may deem appropriate, at the cost, expense and risk of the indemnitor, including payment of any judgment or award, indemnitee’s attorneys’ fees and expenses and the costs of settlement or compromise of the claim. The Confidential Master Services Agreement indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not be entitled to challenge the amount of any settlement or compromise paid by the indemnitee.