Common use of Right to Contest and Defend Clause in Contracts

Right to Contest and Defend. (a) The indemnifying Party shall be entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for which it is required to indemnify the indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party to the indemnified Party within 30 days from the date of receipt by the indemnifying Party of notice by the indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party or the indemnified Party as may be appropriate. Such contest shall be conducted by counsel employed by the indemnifying Party, but the 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 indemnifying Party assumes the defense of a Third Party Claim, the indemnifying Party shall have full control of such defense and proceeding, including any compromise or settlement thereof; provided that the indemnifying Party shall not agree to a compromise or settlement that does not include a complete release of the indemnified Party from all liability will respect to such Third Party Claim or that imposes any liability or obligation on the indemnified Party without the consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Indemnifying Party shall be entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for with respect to which it is required called upon to indemnify the indemnified Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Indemnifying Party to the indemnified Indemnified Party within 30 as soon as reasonably possible after (but no later than twenty [20] days from from) the date of receipt by the indemnifying Indemnifying Party of notice by the indemnified Indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Indemnifying Party or the indemnified Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Indemnifying Party, but the indemnified 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 indemnifying Party assumes the defense of a Third Party Claim, the indemnifying The Indemnifying Party shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; PROVIDED, including any compromise or settlement thereof; provided HOWEVER, that the indemnifying Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation whatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expense (for which the Indemnified Party shall not agree to a compromise or settlement that be reimbursed). If the Indemnifying Party does not include a complete release of elect to contest any such Claim, the indemnified Indemnifying Party from all liability will shall be bound by the result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Party indemnitor hereunder shall be --------------------------- entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings proceedings, any Third Party Claim for claim with respect to which it is required called upon to indemnify the indemnified Party under the provisions of this Agreementother party hereunder; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party indemnitor to the indemnified Party indemnitee within 30 15 calendar days from the date of receipt by the indemnifying Party of indemnitor received notice by the indemnified Party of the assertion of the Third Party Claimindemnitee's claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party indemnitor or the indemnified Party indemnitee as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Partyindemnitor, but the indemnified Party indemnitee 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 indemnifying Party assumes the defense of a Third Party Claimindemnitee joins in any such contest, the indemnifying Party indemnitor shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; provided, including any compromise or settlement thereof; provided however, that the indemnifying Party indemnitor shall not agree have the authority to a compromise 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 settlement that obligations not involving significant expense. If the indemnitor does not include a complete release of elect to contest any such claim, the indemnified Party from all liability will indemnitor shall be bound by any judicial result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Party, which consent indemnitee. Indemnitor shall not be unreasonably withheld, conditioned or delayedbound by any settlement that it does not expressly approve.

Right to Contest and Defend. (a) The indemnifying Party indemnitor hereunder shall be --------------------------- entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings proceedings, any Third Party Claim for claim with respect to which it is required called upon to indemnify the indemnified Party under the provisions of this Agreementother party hereunder; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party indemnitor to the indemnified Party indemnitee within 30 15 calendar days from the date of receipt by the indemnifying Party of indemnitor received notice by the indemnified Party of the assertion of the Third Party Claimindemnitee's claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party indemnitor or the indemnified Party indemnitee as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Partyindemnitor, but the indemnified Party indemnitee 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 indemnifying Party assumes the defense of a Third Party Claimindemnitee joins in any such contest, the indemnifying Party indemnitor shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; provided, including any compromise or settlement thereof; provided however, that the indemnifying Party indemnitor shall not agree have the authority to a compromise 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 settlement that obligations not involving significant expense. If the indemnitor does not include a complete release of elect to contest any such claim, the indemnified Party from all liability will indemnitor shall be bound by the result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayedindemnitee.

Right to Contest and Defend. (a) The indemnifying Indemnifying Party shall be entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for with respect to which it is required called upon to indemnify the indemnified Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Indemnifying Party to the indemnified Indemnified Party within 30 as soon as reasonably possible after (but no later than twenty [20] days from from) the date of receipt by the indemnifying Indemnifying Party of notice by the indemnified Indemnified Party of the assertion of the Third Party Claim. Any such contest may be maybe conducted in the name and on behalf of the indemnifying Indemnifying Party or the indemnified Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Indemnifying Party, but the indemnified 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 indemnifying Party assumes the defense of a Third Party Claim, the indemnifying The Indemnifying Party shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; provided, including any compromise or settlement thereof; provided however, that the indemnifying Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation whatsoever(whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expense (for which the Indemnified Party shall not agree to a compromise or settlement that be reimbursed). If the Indemnifying Party does not include a complete release of elect to contest any such Claim, the indemnified Indemnifying Party from all liability will shall be bound by the result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Party Indemnifying Person shall be entitled, at its cost and expense, upon admitting its obligation to indemnify the Indemnified Person, to contest and defend by all appropriate legal proceedings actions any Third Party Claim for which it is required to indemnify the indemnified Party under the provisions of this Agreement; Claim; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party Indemnifying Person to the indemnified Party Indemnified Person within 30 days from the date of receipt by the indemnifying Party Indemnifying Person of notice by the indemnified Party Indemnified Person of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party Indemnifying Person or the indemnified Party Indemnified Person as may be appropriate. Such contest shall be conducted by counsel employed by the indemnifying PartyIndemnifying Person, but the indemnified Party Indemnified Person shall have the right but not the obligation obligation, to participate in such proceedings Action and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnifying Party Indemnifying Person assumes the defense of a Third Party Claim, the indemnifying Party Indemnifying Person shall have full control of such defense and proceedingAction, including any compromise or settlement thereof; provided thereof; provided, that the indemnifying Party Indemnifying Person shall not agree to a compromise or settlement that does not include a complete release of the indemnified Party Indemnified Person from all liability will Liability with respect to such Third Party Claim or that imposes any liability or obligation on the indemnified Party Indemnified Person without the consent of the indemnified PartyIndemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Indemnifying Party shall be entitledgiven the opportunity, at its cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for Action with respect to which it is required called upon to indemnify the indemnified Indemnified 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 indemnifying Indemnifying Party to the indemnified Indemnified Party within 30 thirty (30) days from the date of following receipt by the indemnifying Party of notice by the indemnified Party of the assertion of the notice provided for in Section 9.3(a) above. Any Third Party Claim. Any such Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying Indemnifying Party or the indemnified Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted by counsel employed by the indemnifying Indemnifying Party, but the indemnified Indemnified Party shall have the right but not the obligation 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 indemnifying Indemnified Party assumes the defense of a joins in any such Third Party ClaimAction, the indemnifying Indemnifying Party shall have full control authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such defense and proceeding, including any contest or to the payment or compromise or settlement thereof; provided that by the indemnifying Indemnifying Party shall not agree to a compromise or settlement that does not include a complete release of the indemnified Party from all liability will respect to such asserted Third Party Claim or that imposes any liability or obligation on the indemnified Party without the consent of the indemnified PartyAction, which consent consent, absent any Differences or Conflicts, shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Indemnifying Party shall be entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for with respect to which it is required called upon to indemnify the indemnified Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Indemnifying Party to the indemnified Indemnified Party within 30 as soon as reasonably possible after (but no later than twenty [20] days from from) the date of receipt by the indemnifying Indemnifying Party of notice by the indemnified Indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying -13- Indemnifying Party or the indemnified Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Indemnifying Party, but the indemnified 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 indemnifying Party assumes the defense of a Third Party Claim, the indemnifying The Indemnifying Party shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; provided, including any compromise or settlement thereof; provided however, that the indemnifying Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation whatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expense (for which the Indemnified Party shall not agree to a compromise or settlement that be reimbursed). If the Indemnifying Party does not include a complete release of elect to contest any such Claim, the indemnified Indemnifying Party from all liability will shall be bound by the result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.