Common use of Right to Assume Defense Clause in Contracts

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. If such (a) Except as set forth in 11.3.2(b) below, if any claim for indemnity pursuant to this Article 11 shall ----------------------- arise from an a claim or Action involving a third party (a "Third Party Claim"), the Indemnitee shall permit the indemnifying Indemnifying Party to assume its defense provided that the indemnifying Party employs counsel that shall be reasonably satisfactory to the Indemniteedefense. If the indemnifying 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 10.4.11.4, hold the Indemnitee harmless from and against any and all Damages caused by or arising out of any settlement approved by the indemnifying Indemnifying Party or any judgment in connection with such Third Party Claim. Without the written consent of the Indemnitee, the indemnifying 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 AffiliatesClaim. The Indemnitee may participate in such defense or settlement through its own counsel, but at its own expense unless expense. (ib) Notwithstanding anything in this Agreement to the indemnifying contrary, the Indemnifying Party will not be entitled to assume control of such defense if the Indemnitee reasonably concludes that, in light of any actual or potential conflict of interest, it would be inappropriate for legal counsel selected by the Indemnifying Party to represent the Indemnitee, but the Indemnifying Party shall have failed the right to assume the participate in such defense of a Third Party Claim pursuant to Section 10.3.3or settlement through its own counsel, at its own expense., (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. If such claim for indemnity shall ----------------------- arise from an a claim or Action involving a third party (a "Third Party Claim"), the Indemnitee shall permit the indemnifying Party (the "Indemnifying Party") to assume its defense provided that the indemnifying Party employs counsel that shall be reasonably satisfactory to the Indemniteedefense. If the indemnifying Indemnifying Party assumes the defense of such Third Party Claim, it shall take all steps steps, as advised by its counsel, necessary to investigate, defend or settle such Action and shall, subject to Section 10.4.10.4 below, hold the Indemnitee harmless from and against any and all Damages caused by or arising out of any settlement approved by the indemnifying Indemnifying Party or any judgment in connection with such Third Party Claim. Without the written consent of the Indemnitee, the indemnifying 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 without the imposition of any injunction or (b) imposes restrictions adversely affecting other equitable relief against the future conduct of the business of such Indemnitee or its AffiliatesIndemnitee. 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 expense; provided, however, that if there is an actual conflict 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 interest between Indemnitee and the indemnifying 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 with respect to such Third Party Claim, which shall be subject to the reasonable determination of the Indemnitee and subject to the reasonable approval of the Indemnifying Party, the Indemnitee may retain its own counsel at the Indemnifying Party's expense.

Right to Assume Defense. If such claim for indemnity shall ----------------------- arise from an a claim or 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 Indemniteedefense. 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. 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 (a) 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 (b) imposes restrictions adversely affecting other equitable relief against the future conduct of the business of such Indemnitee or its AffiliatesIndemnitee. The Indemnitee may participate in such defense or settlement through its own counsel, but at its own expense unless (i) provided that if there is an actual conflict of interest between Indemnitee and the indemnifying Party shall have failed with respect to assume 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 pursuant to Section 10.3.3.Claim, (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 the Indemnitee shall have been advised 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 writing good faith by its counsel that there may the indemnifying party shall be conflicting interests between settled or compromised by the Indemnitee and without the written consent of the indemnifying Party in the legal defense of such Third Party ClaimParty.

Right to Assume Defense. If such claim for indemnity shall ----------------------- arise from an a claim or 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 Indemniteedefense. 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 10.4.9.4, 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 without the imposition of any injunction or (b) imposes restrictions adversely affecting other equitable relief against the future conduct of the business of such Indemnitee or its AffiliatesIndemnitee. 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 provided that if there is an actual conflict 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 interest between 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 party with respect to such Third Party Claim, the Indemnitee may retain its own counsel at the indemnifying party's expense.

Right to Assume Defense. If such claim for indemnity shall ----------------------- arise from an a claim or 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 Indemniteedefense. 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 10.4.5.4, 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. 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 (a) 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 (b) imposes restrictions adversely affecting other equitable relief against the future conduct of the business of such Indemnitee or its AffiliatesIndemnitee. The Indemnitee may participate in such defense or settlement through its own counsel, but at its own expense unless (i) provided that if there is an actual conflict of interest between Indemnitee and the indemnifying Party shall have failed with respect to assume 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 pursuant to Section 10.3.3.Claim, (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 the Indemnitee shall have been advised 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 writing good faith by its counsel that there may the indemnifying party shall be conflicting interests between settled or compromised by the Indemnitee and without the written consent of the indemnifying Party in the legal defense of such Third Party ClaimParty.

Right to Assume Defense. If such claim for indemnity shall ----------------------- arise from an a claim or 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 Indemniteedefense. 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 and shall, subject to Section 10.4., hold Action. The indemnifying Party shall keep the Indemnitee harmless from and against any and all Damages caused by or arising out informed of the progress of the defense 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 without the imposition of any injunction or (b) imposes restrictions adversely affecting other equitable relief against the future conduct of the business of such Indemnitee or its AffiliatesIndemnitee. The Indemnitee may participate in such defense or settlement through its own counsel, but at its own expense unless (i) provided that if there is an actual conflict of interest between Indemnitee and the indemnifying Party shall have failed with respect to assume 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 pursuant to Section 10.3.3.Claim, (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 the Indemnitee shall have been advised 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 writing good faith by its counsel that there may the indemnifying party shall be conflicting interests between settled or compromised by the Indemnitee and without the written consent of the indemnifying Party in the legal defense of such Third Party ClaimParty.