Right to Assume Defense. If such claim for indemnity shall arise from a claim or Action involving a third party (a "Third Party Claim"), the Beneficiary shall permit the indemnifying Party to assume its defense. If the indemnifying Party assumes the defense of such Third Party Claim, it shall take all steps necessary to investigate, defend or settle such Action and shall, subject to Section 11.4, hold the Beneficiary harmless from and against any and all Damages caused by or arising out of any settlement approved by the indemnifying Party or any judgment in connection with such Third Party Claim. Without the written consent of the Beneficiary, the indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include an unconditional and complete release of the Beneficiary by the claimant or plaintiff making the Third Party Claim (except in the case of an Action involving a Governmental Authority where the Governmental Authority does not typically provide an unconditional and complete release, in which case the indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not contain customary nonadmissions and settlement terms peculiar to that Governmental Authority). The Beneficiary may participate in such defense or settlement through its own counsel, but at its own expense.
Right to Assume Defense. With respect to a claim for indemnity that arises from a Third Party Claim, the Indemnifying Party will have thirty (30) days after receipt of notice to assume the conduct and control of the settlement or defense of such Third Party Claim, through counsel reasonably acceptable to the Indemnitee and at the expense of the Indemnifying Party, if (i) the Indemnifying Party acknowledges its obligation to indemnify the Indemnitee for any Losses resulting from such Third Party Claim, (ii) the Third Party Claim does not seek to impose any Liability on the Indemnitee other than for monetary damages and (iii) the Third Party Claim does not relate to the Indemnitee’s relationship with its customers or employees. The Indemnitee may participate in such defense or settlement through its own counsel, but such separate counsel will be at its own expense unless the conditions set forth above are not satisfied or unless one or more defenses, claims or counterclaims are available to the Indemnitee that conflict with one or more defenses, claims or counterclaims available to the Indemnifying Party. In no event, however, will the Indemnifying Party be liable for the fees and expenses of more than one separate counsel of the Indemnitee.
Right to Assume Defense. If such claim for indemnity shall arise from a claim or Action involving a third party (a "Third Party Claim"), the Indemnitee shall permit the indemnifying Party to assume its defense. If the indemnifying Party assumes the defense of such Third Party Claim, it shall take all reasonable steps necessary to investigate, defend or settle such Action. The indemnifying Party shall keep the Indemnitee informed of the progress of the defense of any such Third Party Claim. Without the written consent of the Indemnitee, the indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include an unconditional and complete release of the Indemnitee by the claimant or plaintiff making the Third Party Claim without the imposition of any injunction or other equitable relief against the Indemnitee. The Indemnitee may participate in such defense or settlement through its own counsel, but at its own expense provided that if there is an actual conflict of interest between Indemnitee and the indemnifying Party with respect to such Third Party Claim, the Indemnitee may retain its own counsel at the indemnifying Party's expense. In the event that the Indemnitee elects to participate in the defense of a Third Party Claim, the indemnifying Party and the Indemnitee shall mutually cooperate and make available to the other witnesses, records and materials related to the matter. No Third Party Claim that is being defended in good faith by the indemnifying party shall be settled or compromised by the Indemnitee without the written consent of the indemnifying Party.
Right to Assume Defense. An Indemnitee shall permit the Indemnitor to assume and control (at the Indemnitor's sole cost) the defense of a claim or Action arising from or involving a third party (a "Third Party Claim") unless (a) the Indemnitor fails to promptly provide to an Indemnitee written notice of its election to assume defense of the Third Party Claim, (b) an Indemnitee shall have been advised by counsel that a conflict of interest exists between the Indemnitee and the Indemnitor with respect to the Third Party Claim or with respect to any legal defense which may be available (c) the Indemnitor fails to provide to the Indemnitee reasonable assurance of its financial capability to defend the Third Party Claim and to provide indemnification with respect thereto, (d) the Indemnitee, in good faith, objects to the Indemnitor's choice of counsel, (e) the Indemnitee, in good faith, believes that the Indemnitor is not diligently conducting the defense of the Third Party Claim, or (f) the Indemnitor fails to provide a written acknowledgment of its obligation to indemnify the Indemnitee with respect to the Third Party Claim. An Indemnitee may participate in the defense or settlement of a Third Party Claim of which the Indemnitor has assumed the defense, provided however, that such participation must be conducted through counsel retained at the Indemnitee's expense.
Right to Assume Defense. The indemnitor will have the right to exclusively assume the defense and/or settlement of the Claim with counsel of its choice and at the indemnitor’s expense at any time within a time after the indemnitee has given notice of the Claim that affords a reasonable opportunity by the indemnitor to investigate the Claim and determine whether the indemnitor is required to indemnify the indemnitee.
Right to Assume Defense. If any claim that is within the scope of any indemnity set forth in this Lease is asserted against any indemnified party, or any legal action with respect to any such claim is commenced against an indemnified party, such indemnified party shall promptly notify the indemnifying party. The indemnifying party shall have the right to assume the defense with counsel chosen by the indemnifying party subject to the approval of the indemnified party (such approval not to be unreasonably withheld) or by the indemnifying party’s insurance company. If the indemnifying party so assumes the defense, the indemnifying party shall not be responsible for the fees of any separate counsel employed by the indemnified party.
Right to Assume Defense. If a Party believes itself entitled to indemnification under this Agreement with respect to a Claim, and the Indemnifying Party fails or refuses to assume the defense of such Claim after receiving notice of same pursuant to Section 10.2.2.1, the Indemnified Party shall have the right, but not the obligation, to contest or settle such Claim and submit the issue of indemnification for resolution pursuant to Article 16.
Right to Assume Defense. The Indemnifying Party, at its sole cost and expense, will have the right, upon written notice to the Indemnitee within 30 days (or such earlier time as may be required by the nature of the Third Party Claim) of receiving a Third Party Claim Notice, to assume the defense of the Third Party Claim through counsel reasonably satisfactory to the Indemnitee; provided, that the Indemnitee shall be entitled to retain its own counsel, at its expense, and the Indemnitee may assume control of the defense of the Third Party Claim, at the Indemnifying Party’s expense, if (i) upon the advice of Indemnitee’s counsel, a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the same counsel to represent both the Indemnifying Party and Indemnitee in connection with a Third Party Claim, (ii) the Indemnifying Party fails to diligently prosecute the defense of the Third Party Claim, or (iii) such Third Party Claim (A) seeks non-monetary relief or (B) involves criminal or quasi criminal allegations, and, provided further, that if the aggregate dollar amount of the Third Party Claim, together with all other Third Party Claims (and all costs and expenses reasonably estimated to be incurred in connection with the defense thereof) and Direct Losses of which the Indemnifying Party is aware or has received notice, would exceed the Cap, the Indemnitee may, at its option, and to the extent in excess of the Cap at its sole cost and expense, assume the defense of the Third Party Claim with counsel of its choice upon written notice to the Indemnifying Party.
Right to Assume Defense. With respect to a claim for indemnity pursuant to Sections 8.1(a) and 8.1(c) (“Covered Claim”) the Indemnifying Party will have thirty (30) days after receipt of notice to pay, or assume the conduct and control of the settlement or defense of such Covered Claim, if the Indemnifying Party acknowledges its obligation to indemnify the Indemnitee for Liabilities and Losses resulting from such Covered Claim (“Covered Losses”) . The Indemnitor will be responsible to defend and indemnify only that portion of a Covered Claim that seeks monetary damages, and the balance of the Covered Claim shall be the responsibility of the Indemnitee. The Indemnitee may, through its own counsel, participate in defense or settlement of a Covered Claim provided by the Indemnifying Party, but such separate counsel will be at Indemnitee’s expense.
Right to Assume Defense. Should the Indemnified Party be entitled to indemnification under this Article as a result of a claim by a third party, and the Indemnifying Party fails to assume the defense of such third-party claim, the Indemnified Party shall, at the expense of the Indemnifying Party, contest (or, with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) or settle such third-party claim, provided that no such contest need be made and settlement or full payment of any such third-party claim may be made without consent of the Indemnifying Party (with the Indemnifying Party remaining obligated to indemnify the Indemnified Party under this Article), if, in the written opinion of an independent counsel jointly chosen by the Indemnified and Indemnifying Parties, such claim is meritorious and the amount of the settlement or full payment is reasonable.
