Common use of Resolution of Indemnification Claim Involving Third-Party Claim Clause in Contracts

Resolution of Indemnification Claim Involving Third-Party Claim. If the Indemnification Claim involves a Third-Party Claim, the Indemnitor shall have the right (but not the obligation) to assume the defense of the Third-Party Claim, at its cost and expense, and shall use good faith efforts consistent with prudent business judgment to defend the Third-Party Claim, provided that (a) the counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim shall be reasonably satisfactory to the Indemnitee (unless selected by Indemnitor’s insurance company); (b) the Indemnitee, at its cost and expense, may participate in, but shall not control, the defense of the Third-Party Claim; and (c) the Indemnitor shall not enter into any settlement or other agreement which requires any performance by the Indemnitee, other than the payment of money which shall be paid by the Indemnitor, or does not include an unconditional general release of the Indemnitee by the Person making the Third-Party Claim in form and content reasonably acceptable to the Indemnitee. If the Indemnitor has acknowledged its indemnification obligation and is conducting a defense of the Third-Party Claim at Indemnitor’s sole cost and expense, then the Indemnitee shall not enter into any settlement or other agreement respecting the Indemnification Claim, without the Indemnitor’s prior written consent, which consent may be withheld in Indemnitor’s sole discretion. If the Indemnitor elects not to assume the defense of the Third-Party Claim, the Indemnitee shall have the right to retain the defense of the Third-Party Claim at the Indemnitor’s expense and shall use good faith efforts consistent with prudent business judgment to defend the Third-Party Claim in an effective and cost efficient manner.

Resolution of Indemnification Claim Involving Third-Party Claim. If the Indemnification Claim involves a Third-Party Claimclaim by a third party, the Indemnitor shall have the right (but not the obligation) to assume the defense of the Third-Party Claimsuch third party’s claim, at its sole cost and expense, and shall use good faith efforts consistent with prudent business judgment to defend the Third-Party Claimsuch third party’s claim, provided that (ai) the counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim third party’s claim shall be reasonably satisfactory to the Indemnitee Indemnified Party (unless selected by Indemnitor’s insurance company); , (bii) the IndemniteeIndemnified Party, at its cost and expense, may participate in, but shall not control, the defense of the Third-Party Claim; such third party’s claim, and (ciii) the Indemnitor shall not enter into any settlement or other agreement which (1) requires any performance by or imposes any obligation on the IndemniteeIndemnified Party or results in any encumbrance on any property of the Indemnified Party, other than the payment of money which shall be paid by the Indemnitor, Indemnitor or (2) does not include as an unconditional general term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of the Indemnitee by the Person making the Third-such third party’s claim. The Indemnified Party Claim in form and content reasonably acceptable to the Indemnitee. If the Indemnitor has acknowledged its indemnification obligation and is conducting a defense of the Third-Party Claim at Indemnitor’s sole cost and expense, then the Indemnitee shall not enter into any settlement or other agreement respecting with respect to the Indemnification Claim, Claim without the Indemnitor’s prior written consent, which consent may be withheld in Indemnitor’s sole discretion. If The Indemnitor shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgement of any third party’s claim (A) as to which the Indemnitor elects not fails to assume the defense within a reasonable period of time (but in no event less than the earlier of thirty (30) days or the date which is five (5) days prior to the date a response is due), or (B) to the extent the third party’s claim seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Third-Indemnified Party; provided, however, that the Indemnified Party Claimshall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the Indemnitee shall have part of any Indemnitor without the right to retain the defense prior written consent of the Third-Party Claim at the such Indemnitor’s expense and shall use good faith efforts consistent with prudent business judgment to defend the Third-Party Claim in an effective and cost efficient manner.

Resolution of Indemnification Claim Involving Third-Party Claim. If the Indemnification Claim involves a Third-Party Claim, the Indemnitor shall have the right (but not the obligation) to assume the defense of the such Third-Party Claim, at its cost and expense, and shall use good faith efforts consistent with prudent business judgment to defend the such Third-Party Claim, provided that (ai) the counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim shall be reasonably satisfactory to the Indemnitee (unless selected by Indemnitor’s 's insurance company); , (bii) the Indemnitee, at its cost and expense, may participate in, but shall not control, the defense of the such Third-Party Claim; , and (ciii) without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, the Indemnitor shall not enter into any settlement or other agreement which requires any performance by the Indemnitee, other than the payment of money which shall be paid by the Indemnitor. The Indemnitor shall notify the Indemnitee, or does not include an unconditional general release within five (5) days after the Indemnitor is notified of the Third-Party Claim, if the Indemnitor elects to assume the defense of the Third-Party Claim. If the Indemnitor fails to notify the Indemnitee by as provided in the Person making foregoing sentence, then the Indemnitor shall be deemed to have elected not to assume the defense of the Third-Party Claim. If the Indemnitor elects to assume the defense of the Third-Party Claim, then the Indemnitor shall use due diligence to resolve the Third-Party Claim in form and content reasonably acceptable to the Indemniteean expeditious manner. If the Indemnitor has acknowledged its indemnification obligation and is conducting a defense of the Third-Party Claim at Indemnitor’s sole cost and expense, then the The Indemnitee shall not enter into any settlement or other agreement respecting with respect to the Indemnification Third-Party Claim, without the Indemnitor’s 's prior written consent, which consent may be withheld in Indemnitor’s 's sole discretion; provided that the Indemnitor has elected to assume the defense of the Third-Party Claim and diligently pursues a resolution of such Third-Party Claim. If the Indemnitor elects not to assume the defense of such Third-Party Claim (or is deemed to have elected not to assume the defense of the Third-Party Claim), the Indemnitee shall have the right to retain the defense of the such Third-Party Claim Claim, at the cost of the Indemnitor’s expense , and shall use good faith efforts consistent with prudent business judgment to defend the such Third-Party Claim in an effective and cost cost-efficient manner, and shall have the right to enter into a settlement agreement with respect to the Third-Party Claim.

Resolution of Indemnification Claim Involving Third-Party Claim. If the Indemnification Claim involves a Third-Party Claim, the Indemnitor shall have the right (but not provided it has acknowledged to the obligationIndemnitee in writing that the Third Party Claim is covered by the Indemnitor’s indemnifications herein) to assume the defense of the such Third-Party Claim, at its cost and expense, and shall use good faith efforts consistent with prudent business judgment to defend the such Third-Party ClaimClaim in a cost efficient manner, provided that (a) the counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim shall be reasonably satisfactory to the Indemnitee (unless selected by Indemnitor’s insurance company); , (b) the Indemnitee, at its cost and expense, may participate in, but shall not control, the defense of the such Third-Party Claim; , and (c) the Indemnitor shall not enter into any writing stating any admission of liability or culpability or any settlement or other agreement which requires any performance by the Indemnitee, other than the payment of money which shall be paid by the Indemnitor, or does . Indemnitor will not include an unconditional general release of be obligated hereunder for indemnifying the Indemnitee by the Person making the Third-Party Claim in form and content reasonably acceptable with respect to the Indemnitee. If the Indemnitor has acknowledged its indemnification obligation and is conducting a defense of the Third-Party Claim at Indemnitor’s sole cost and expense, then the Indemnitee shall not enter into any settlement or other agreement respecting the for any Indemnification Claim, Claim which Indemnitee enters into without the Indemnitor’s prior written consent, which consent may be withheld in Indemnitor’s sole discretion. If the Indemnitor elects not to assume the defense of the such Third-Party Claim, the Indemnitee shall have the right to retain the defense of the such Third-Party Claim at the Indemnitor’s expense and shall use good faith efforts consistent with prudent business judgment to may defend the such Third-Party Claim or settle such Third Party Claim as the Indemnitee determines in an effective and cost efficient mannerits reasonable discretion.