Common use of Responsibility for Defense Clause in Contracts

Responsibility for Defense. Within 30 days after receipt of any such notice, but not less than five working days before the time the Claimant is required to respond to a Claim, the Indemnitor will, by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim in the name of the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also agrees that it does or might have responsibility to indemnify the Claimant with respect to such Claim. Otherwise, the Claimant will have responsibility for the defense of the Claim. Subject to the provisions of subsections 9.3(C) and (D) below, the party having responsibility for defense of a Claim (the "Defending Party") will have the full authority to defend, cure, adjust, compromise, or settle such Claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.

Appears in 3 contracts

Samples: Purchase Agreement (Ferro Corp), Purchase Agreement (Ferro Corp), Share Purchase Agreement (Ferro Corp)

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Responsibility for Defense. Within 30 thirty (30) days after receipt of any such notice, but not less than five (5) working days before prior to the time the Claimant claimant is required to respond to a Claimclaim (provided sufficient time exists after receipt of such notice), the Indemnitor indemnitor will, by giving written notice to the Claimantclaimant, have the right to assume responsibility for the defense of the Claim claim in the name of the Claimant claimant or otherwise as the Indemnitor indemnitor may elect; provided that the Indemnitor indemnitor also agrees that if the alleged facts or circumstances on which such claim is based are true that it does or might would have responsibility to indemnify the Claimant claimant with respect to such Claimclaim. Otherwise, the Claimant claimant will have responsibility for the defense of the Claimclaim. Subject to the provisions of subsections 9.3(C(c) and (Dd) below, the party having responsibility for defense of a Claim claim (the "Defending Partydefending party") will have the full authority to defend, cure, adjust, compromise, or settle such Claim claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim claim in its own name and/or in the name of the other party.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Datakey Inc)

Responsibility for Defense. Within 30 thirty (30) days after receipt of any such notice, but not less than five (5) working days before the time the Claimant is required to respond to a Claim, the Indemnitor will, by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim in the name of the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also agrees that it does or might have responsibility to indemnify the Claimant with respect to such Claim. Otherwise, the Claimant will have responsibility for the defense of the Claim. Subject to the provisions of subsections 9.3(C8.3(C) and (D) below, the party having responsibility for defense of a Claim (the "Defending Party") will have the full authority to defend, cure, adjust, compromise, or settle such Claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.

Appears in 1 contract

Samples: Share Purchase Agreement (PCD Inc)

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Responsibility for Defense. Within 30 thirty (30) days after receipt of any such notice, but not less than five (5) working days before prior to the time the Claimant claimant is required to respond to a Claimclaim, the Indemnitor indemnitor will, by giving written notice to the Claimantclaimant, have the right to assume responsibility for the defense of the Claim claim in the name of the Claimant claimant or otherwise as the Indemnitor indemnitor may elect; provided , PROVIDED that the Indemnitor indemnitor also agrees that it does or might would have responsibility to indemnify the Claimant claimant with respect to such Claimclaim. Otherwise, the Claimant claimant will have responsibility for the defense of the Claimclaim. Subject to the provisions of subsections 9.3(C(c) and (Dd) below, the party having responsibility for defense of a Claim claim (the "Defending Partydefending party") will have the full authority to defend, cure, adjust, compromise, or settle such Claim claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim claim in its own name and/or in the name of the other party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Argo Tech Corp)

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