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 reasonable 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, such 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 will not be unreasonably withheld or delayed).

Right of Indemnified Person to Defend. Notwithstanding the foregoing, if an Indemnified indemnified Person determines in reasonable 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, such Indemnified the indemnified Person may, by notice to the indemnifying partyMember, assume the exclusive right to defend, compromise, or settle the Proceeding, but the indemnifying party Member will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which will 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, such Indemnified Person the 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 will may not be unreasonably withheld or delayed).

Right of Indemnified Person to Defend. Notwithstanding the foregoing, if an Indemnified indemnified Person determines in reasonable 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, such Indemnified 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 will not be unreasonably withheld or delayed).