Common use of Right of Indemnified Person to Defend Clause in Contracts

Right of Indemnified Person to Defend. Notwithstanding the foregoing, if an indemnified person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle the proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed).

Right of Indemnified Person to Defend. Notwithstanding the foregoing, if an indemnified person Indemnified Person determines in reasonable good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified person such Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle the proceedingProceeding, but the indemnifying party will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement effected without its consent (which may will not be unreasonably withheld or delayed).

Right of Indemnified Person to Defend. Notwithstanding the foregoing, if an indemnified person Person determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified person Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle the proceedingProceeding, but the indemnifying party will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement effected without its consent (which may will not be unreasonably withheld or delayed).

Right of Indemnified Person to Defend. Notwithstanding the foregoing, if an indemnified person Person determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified person Person may, by notice to the indemnifying partyMember, assume the exclusive right to defend, compromise, or settle the proceedingProceeding, but the indemnifying party Member will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement effected without its consent (which may will not be unreasonably withheld or delayed).