Common use of Right to Assume Defense Clause in Contracts

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. With respect to a claim for indemnity that arises from a Third Party Bond Claim, the Purchaser 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 Bond Claim, through counsel reasonably acceptable to the Seller Indemnitee and at the expense of the Purchaser Indemnifying Party, if (i) the Purchaser Indemnifying Party acknowledges its obligation to indemnify the Seller Indemnitee for any Losses resulting from such Third Party Bond Claim, and (ii) the Third Party Bond Claim does not seek to impose any Liability on the Seller Indemnitee other than for monetary damages and (iii) the Third Party Claim does not relate to the Indemnitee’s relationship with its customers or employeesdamages. The Seller 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 Seller Indemnitee that conflict with one or more defenses, claims or counterclaims available to the Purchaser Indemnifying Party. In no event, however, will the Purchaser Indemnifying Party be liable for the fees and expenses of more than one separate counsel of the Seller Indemnitee.

Right to Assume Defense. With respect to a claim for indemnity that arises from a Third Party Claim, the Indemnifying Party Parties will have thirty (30) calendar 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 PartyParties, if (i) the Indemnifying Party acknowledges its Parties acknowledge their 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 Parties be liable for the fees and expenses of more than one separate counsel of the Indemnitee.