Common use of Right to Assume Defense Clause in Contracts

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tridex Corp)

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Right to Assume Defense. If a claim for indemnification indemnity shall arise from a claim or action involving a third party (a "Third Party Claim"), the indemnified party 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 reasonable steps necessary to investigate, defend or settle such claim and shalland, subject to Section 13.7the extent required by this Agreement, shall hold the indemnified party Beneficiary harmless from and against any and all damages 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 partyBeneficiary, 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 Beneficiary with respect to the Third Party Claim by the claimant making the Third Party Claim. The indemnified party Beneficiary may participate in such defense or settlement through its own counsel, but at its own expense. Any settlement shall be subject to the indemnified partyBeneficiary's consent, which consent shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tridex Corp)

Right to Assume Defense. If a such claim for indemnification indemnity shall ----------------------- arise from a claim or action Action involving a third party (a "Third Party Claim"), the indemnified party 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 claim Third Party Claim and shall, subject to Section 13.710.4, hold the indemnified party Indemnitee harmless from and against any and all damages 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 partyIndemnitee, the indemnifying party or its Affiliates 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 Indemnitee by the claimant or plaintiff making the Third Party Claim. The indemnified party Indemnitee 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Madison River Capital LLC)

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Right to Assume Defense. If a claim for indemnification indemnity shall arise from a claim or action involving a third party (a "Third Party Claim"), the indemnified party 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 reasonable steps necessary to investigate, defend or settle such claim and shalland, subject to Section 13.7the extent required by this Agreement, shall hold the indemnified party Beneficiary harmless from and against any and all damages Shareholder Damages or Purchaser Damages (as applicable) 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 partyBeneficiary, 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 Beneficiary with respect to the Third Party Claim by the claimant making the Third Party Claim. The indemnified party Beneficiary may participate in such defense or settlement through its own counsel, but at its own expense. Any settlement shall be subject to the indemnified partyBeneficiary's consent, which consent shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rock of Ages Corp)

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