Common use of Right to Contest and Defend Clause in Contracts

Right to Contest and Defend. The indemnitor hereunder shall be --------------------------- entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings, any claim with respect to which it is called upon to indemnify the other party hereunder; provided, that notice of the intention to so contest shall be delivered by the indemnitor to the indemnitee within 15 calendar days from the date indemnitor received notice of the indemnitee's claim. Any such contest may be conducted in the name and on behalf of the indemnitor or the indemnitee as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnitor, but the indemnitee shall have the right to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnitee joins in any such contest, the indemnitor shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnitor shall not have the authority to subject the indemnitee to any obligation whatsoever, other than the performance of purely ministerial tasks (e.g., the execution of settlement agreements and other documentation) or obligations not involving significant expense. If the indemnitor does not elect to contest any such claim, the indemnitor shall be bound by any judicial result obtained with respect thereto by the indemnitee. Indemnitor shall not be bound by any settlement that it does not expressly approve.

Right to Contest and Defend. The indemnitor hereunder Indemnifying Party shall be --------------------------- entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings, proceedings any claim Claim with respect to which it is called upon to indemnify the other party hereunderIndemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnitor Indemnifying Party to the indemnitee within 15 calendar Indemnified Party as soon as reasonably possible after (but no later than twenty [20] days from from) the date indemnitor received of receipt by the Indemnifying Party of notice by the Indemnified Party of the indemnitee's claimassertion of the Claim. Any such contest may be conducted in the name and on behalf of the indemnitor -13- Indemnifying Party or the indemnitee Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnitorIndemnifying Party, but the indemnitee Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnitee joins in any such contest, the indemnitor The Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnitor shall Indemnifying Party will not have the authority to subject the indemnitee Indemnified Party to any obligation whatsoeverwhatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks (e.g., the execution of settlement agreements and other documentation) or obligations not involving significant expensematerial expense (for which the Indemnified Party shall be reimbursed). If the indemnitor Indemnifying Party does not elect to contest any such claimClaim, the indemnitor Indemnifying Party shall be bound by any judicial the result obtained with respect thereto by the indemnitee. Indemnitor shall not be bound by any settlement that it does not expressly approveIndemnified Party.

Right to Contest and Defend. The indemnitor hereunder Indemnifying Party shall be --------------------------- entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings, proceedings any claim Claim with respect to which it is called upon to indemnify the other party hereunderIndemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnitor Indemnifying Party to the indemnitee within 15 calendar Indemnified Party as soon as reasonably possible after (but no later than twenty [20] days from from) the date indemnitor received of receipt by the Indemnifying Party of notice by the Indemnified Party of the indemnitee's claimassertion of the Claim. Any such contest may be maybe conducted in the name and on behalf of the indemnitor Indemnifying Party or the indemnitee Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnitorIndemnifying Party, but the indemnitee Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnitee joins in any such contest, the indemnitor The Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnitor shall Indemnifying Party will not have the authority to subject the indemnitee Indemnified Party to any obligation whatsoeverwhatsoever(whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks (e.g., the execution of settlement agreements and other documentation) or obligations not involving significant expensematerial expense (for which the Indemnified Party shall be reimbursed). If the indemnitor Indemnifying Party does not elect to contest any such claimClaim, the indemnitor Indemnifying Party shall be bound by any judicial the result obtained with respect thereto by the indemnitee. Indemnitor shall not be bound by any settlement that it does not expressly approveIndemnified Party.

Right to Contest and Defend. The indemnitor hereunder Indemnifying Party shall be --------------------------- entitledgiven the opportunity, at its cost and expense, to contest and defend by all appropriate legal proceedings, proceedings any claim Third Party Action with respect to which it is called upon to indemnify the other party hereunderIndemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnitor Indemnifying Party to the indemnitee Indemnified Party within 15 calendar thirty (30) days from the date indemnitor received notice following receipt of the indemnitee's claimnotice provided for in Section 10.4(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnitor Indemnifying Party or the indemnitee Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted by reputable counsel employed by the indemnitorIndemnifying Party, but the indemnitee Indemnified Party shall have the right to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, inconsistent with or in addition to those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. If the indemnitee Indemnified Party joins in any such contestThird Party Action, the indemnitor Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto; provided, however, that . At any time after the indemnitor shall not have the authority to subject the indemnitee to commencement of defense of any obligation whatsoever, other than the performance of purely ministerial tasks (e.g.Third Party Action, the execution Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of settlement agreements and other documentation) such contest or obligations not involving significant expense. If to the indemnitor does not elect to contest any such claim, the indemnitor shall be bound by any judicial result obtained with respect thereto payment or compromise by the indemnitee. Indemnitor Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be bound by any settlement that it does not expressly approve.unreasonably withheld. 48