Right to Assume Defense. If such claim for indemnity shall ----------------------- arise from an Action involving a third party (a "Third Party Claim"), the Indemnitee shall permit the indemnifying Party to assume its defense provided that the indemnifying Party employs counsel that shall be reasonably satisfactory to the Indemnitee. 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 10.4., hold the Indemnitee 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 Indemnitee, the indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (a) does not include an unconditional and complete release of the Indemnitee by the claimant or plaintiff making the Third Party Claim or (b) imposes restrictions adversely affecting the future conduct of the business of such Indemnitee or its Affiliates. The Indemnitee may participate in such defense or settlement through its own counsel, but at its own expense unless (i) the indemnifying Party shall have failed to assume the defense of a Third Party Claim pursuant to Section 10.3.3., (ii) the employment of such counsel has been specifically authorized in writing by the indemnifying Party or (iii) the named parties to any such Third Party Claim (including impleaded parties) include both the Indemnitee and the indemnifying Party and such Indemnitee shall have been advised in writing by its counsel that there may be conflicting interests between the Indemnitee and the indemnifying Party in the legal defense of such Third Party Claim.
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 a claim for indemnification shall arise from a claim or action involving a third party (a "Third Party Claim"), the indemnified party 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 claim and shall, subject to Section 13.7, hold the indemnified party 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 indemnified party, 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 indemnified party with respect to the Third Party Claim by the claimant making the Third Party Claim. The indemnified party may participate in such defense or settlement through its own counsel, but at its own expense. Any settlement shall be subject to the indemnified party's consent, which consent shall not be unreasonably withheld or delayed.
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 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. 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 will have the right, upon written notice given to the Indemnified Party within [**] days after receipt of the
Right to Assume Defense. The Indemnifying Party shall have thirty (30) days after receipt of such notice (or such longer period as may be reasonably agreed by the Indemnified Party) to elect to undertake, conduct and control the defense or settlement of the Third Party Claim (with counsel of its choice and at its own expense), provided that the Indemnifying Party confirms in writing its obligation to indemnify and hold harmless the Indemnified Party for the full amount of any Losses resulting from the Third Party Claim; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably withheld or delayed, unless the judgment or proposed settlement (i) involves only the payment of money damages solely by the Indemnifying Party, and (ii) does not impose an Order or other equitable relief upon the Indemnified Party or otherwise prejudice the Indemnified Party as to similar Actions in the future. The Indemnifying Party shall keep the Indemnified Party fully informed as to all material developments in connection with the Third Party Claim.
