Common use of Right to Defend Claims; Coordination of Defense Clause in Contracts

Right to Defend Claims; Coordination of Defense. The Indemnifying Party shall have the right to defend any such Claim at its expense and in the name of the Indemnified Party, and shall select the counsel for the defense of such Claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and shall reasonably cooperate with the Indemnified Party in the conduct of the defense against such Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to defend any such Claim if: (a) it refuses to acknowledge fully its obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one Party); (b) it contests (in whole or in part), its indemnification obligations (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one (1) Party); (c) it fails to employ appropriate counsel approved by the Indemnified Party to assume the defense of such Claim or refuses to replace such counsel upon the Indemnified Party’s reasonable request, as provided for herein; (d) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the Indemnifying Party; or (e) such Claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses (a) – (e) above, the Indemnified Party shall have the right to direct the defense of the Claim and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ fees and expenses. The Parties agree to cooperate in good faith to coordinate the defense of any Claim that may give rise to indemnification obligations of more than one (1) Party or that may include allegations that are not subject to indemnification.

Right to Defend Claims; Coordination of Defense. The Indemnifying Party shall have the right to defend any such Claim at its expense and in the name of the Indemnified Party, and shall select the counsel for the defense of such Claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and shall reasonably cooperate with the Indemnified Party in the conduct of the defense against such Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to defend any such Claim if: (ai) it refuses to acknowledge fully its obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one Party); (bii) it contests (in whole or in part), its indemnification obligations (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one (1) Party); (ciii) it fails to employ appropriate counsel approved by the Indemnified Party to assume the defense of such Claim or refuses to replace such counsel upon the Indemnified Party’s reasonable request, as provided for herein; (div) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the Indemnifying Party; or (ev) such Claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses (ai) – through (ev) above, the Indemnified Party shall have the right to direct the defense of the Claim and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ fees and expenses. The Parties agree to cooperate in good faith to coordinate the defense of any Claim that may give rise to indemnification obligations of more than one (1) Party or that may include allegations that are not subject to indemnification.

Right to Defend Claims; Coordination of Defense. The (a) Subject to Section 16.5 (Settlement of Claims), the Indemnifying Party shall have the right to defend any such Claim third-party claim at its expense and in the name of the Indemnified Party, Party and shall select the counsel for the defense of such Claim third-party claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in the conduct of the defense against such Claimthird-party claim. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, or at the Indemnifying Party’s expense and with full control if the Indemnifying Party does not fulfill its obligations to appoint counsel to defend the Indemnified Party which is reasonably satisfactory to the Indemnified Party within a reasonable time after the Indemnifying Party has received written notice of such third-party claim from the Indemnified Party. The Parties agree to cooperate in good faith to coordinate the defense of any third-party claim that may give rise to indemnification obligations of more than one Indemnifying Party or that may include allegations that are not subject to indemnification. (b) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to defend any such Claim third-party claim on behalf of the Indemnified Party if: (a) it refuses to acknowledge fully its obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one Party); (bi) it contests (in whole or in part), ) its indemnification obligations (but only as to the obligations specific to the Indemnifying Party Party’s obligation to indemnify under this Article 16 in the event a Claim third-party claim gives rise to indemnification obligations of more than one (1) Indemnifying Party); (cii) it fails to employ appropriate counsel approved by the Indemnified Party (such approval not to be unreasonably withheld) to assume the defense of such Claim third-party claim or refuses to replace such counsel upon the Indemnified Party’s reasonable request, as provided for herein; (diii) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the Indemnifying Party; or (eiv) such Claim third-party claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses (ai) – (eiv) above, the Indemnified Party shall have the right to direct the defense of the Claim third-party claim and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ fees and expenses. The Parties agree to cooperate in good faith to coordinate If the Indemnifying Party does not assume the defense of any Claim that may give rise such third-party claim or refuses to indemnification obligations replace such counsel upon the Indemnified Party’s reasonable request as provided in this Section 16.4(b), the Indemnifying Party shall have the right to participate, at its own expense, in the defense of more than one (1) Party or that may include allegations that are not subject such third-party claim with counsel deemed satisfactory to indemnificationit in its sole discretion.

Right to Defend Claims; Coordination of Defense. The Indemnifying Party shall will have the right to defend any such Claim for which indemnification may be available under this Agreement (excluding, other than with respect to Claims arising under Section 21.a.i or Section 21.b.i, any investigation or examination by any Governmental Authority) at its expense and in the name of the Indemnified Party, Party and shall will select the counsel for the defense of such Claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and shall will reasonably cooperate with the Indemnified Party in the conduct of the defense against such Claim. Notwithstanding the foregoing, the Indemnifying Party shall will not have the right to defend any such Claim if: (ai) it refuses to acknowledge fully its indemnification obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a such Claim gives rise to indemnification obligations of more than one Partyparty); (bii) it contests (in whole or in part), ) its indemnification obligations (but only as to the obligations specific to the Indemnifying Party in the event a such Claim gives rise to indemnification obligations of more than one (1) Partyparty); (ciii) it fails to employ appropriate counsel approved by the Indemnified Party to assume the defense of such Claim or refuses to replace such counsel upon the Indemnified Party’s reasonable request, as provided for herein; (div) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the Indemnifying Party; or (ev) such Claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses subsections (ai) – through (ev) aboveof this Section 22.b, the Indemnified Party shall will have the right to direct the defense of the Claim and retain its own counsel, and with either Party being entitled to initiate, after any time to appeal a final resolution of such Claim has expired, a separate determination of the extent to which the Indemnifying Party shall pay will be responsible for paying any of the reasonable cost of such defensedefense of such Claim, including any judgment or settlement (as the case may be) and any reasonable attorneys’ fees and expenses. The Parties agree to cooperate in good faith to coordinate the defense of any Claim that may give rise to indemnification obligations of more than one (1) Party party or that may include allegations that are not subject to indemnification.

Right to Defend Claims; Coordination of Defense. The (a) Subject to Section 16.5 (Settlement of Claims), the Indemnifying Party shall have the right to defend any such Claim third-party claim at its expense and in the name of the Indemnified Party, Party and shall select the counsel for the defense of such Claim third-party claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in the conduct of the defense against such Claimthird-party claim. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, or at the Indemnifying Party's expense and with full control if the Indemnifying Party does not fulfill its obligations to appoint counsel to defend the Indemnified Party which is reasonably satisfactory to the Indemnified Party within a reasonable time after the Indemnifying Party has received written notice of such third-party claim from the Indemnified Party. The Parties agree to cooperate in good faith to coordinate the defense of any third-party claim that may give rise to indemnification obligations of more than one Indemnifying Party or that may include allegations that are not subject to indemnification. (b) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to defend any such Claim third-party claim on behalf of the Indemnified Party if: (a) it refuses to acknowledge fully its obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one Party); (bi) it contests (in whole or in part), ) its indemnification obligations (but only as to the obligations specific to the Indemnifying Party Party's obligation to indemnify under this Article 16 in the event a Claim third-party claim gives rise to indemnification obligations of more than one (1) Indemnifying Party); (cii) it fails to employ appropriate counsel approved by the Indemnified Party (such approval not to be unreasonably withheld) to assume the defense of such Claim third-party claim or refuses to replace such counsel upon the Indemnified Party’s 's reasonable request, as provided for herein; (diii) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the Indemnifying Party; or (eiv) such Claim third-party claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses (ai) – (e) above, the Indemnified Party shall have the right to direct the defense of the Claim and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ fees and expenses. The Parties agree to cooperate in good faith to coordinate the defense of any Claim that may give rise to indemnification obligations of more than one (1) Party or that may include allegations that are not subject to indemnification.–

Right to Defend Claims; Coordination of Defense. The (a) Subject to Section 16.5 (Settlement of Claims), the Indemnifying Party shall have the right to defend any such Claim third-party claim at its expense and in the name of the Indemnified Party, Party and shall select the counsel for the defense of such Claim third-party claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in the conduct of the defense against such Claimthird-party claim. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, or at the Indemnifying Party's expense and with full control if the Indemnifying Party does not fulfill its obligations to appoint counsel to defend the Indemnified Party which is reasonably satisfactory to the Indemnified Party within a reasonable time after the Indemnifying Party has received written notice of such third-party claim from the Indemnified Party. The Parties agree to cooperate in good faith to coordinate the defense of any third-party claim that may give rise to indemnification obligations of more than one Indemnifying Party or that may include allegations that are not subject to indemnification. (b) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to defend any such Claim third-party claim on behalf of the Indemnified Party if: (a) it refuses to acknowledge fully its obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one Party); (bi) it contests (in whole or in part), ) its indemnification obligations (but only as to the obligations specific to the Indemnifying Party Party's obligation to indemnify under this Article 16 in the event a Claim third-party claim gives rise to indemnification obligations of more than one (1) Indemnifying Party); (cii) it fails to employ appropriate counsel approved by the Indemnified Party (such approval not to be unreasonably withheld) to assume the defense of such Claim third-party claim or refuses to replace such counsel upon the Indemnified Party’s 's reasonable request, as provided for herein; (diii) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims or defenses that are separate from or in addition to the claims or defenses of the Indemnifying Party; or (eiv) such Claim third-party claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses (ai) – - (eiv) above, the Indemnified Party shall have the right to direct the defense of the Claim third-party claim and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ ' fees and expenses. The Parties agree to cooperate in good faith to coordinate If the Indemnifying Party does not assume the defense of any Claim that may give rise such third-party claim or refuses to indemnification obligations replace such counsel upon the Indemnified Party's reasonable request as provided in this Section 16.4(b), the Indemnifying Party shall have the right to participate, at its own expense, in the defense of more than one (1) Party or that may include allegations that are not subject such third-party claim with counsel deemed satisfactory to indemnificationit in its sole discretion.

Right to Defend Claims; Coordination of Defense. The (a) Subject to Section 15.6 (Settlement of Claims), the Indemnifying Party shall will have the right to defend any such third-party Claim at its expense and in the name of the Indemnified Party, Party and shall will select the counsel for the defense of such third-party Claim as approved by the Indemnified Party, such which approval will not to be unreasonably withheld, conditioned or delayed, and shall . The Indemnified Party will reasonably cooperate with the Indemnified Indemnifying Party in the conduct of the defense against such third-party Claim. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, or at the Indemnifying Party's expense and with full control if the Indemnifying Party does not fulfill its obligations to appoint counsel to defend the Indemnified Party which is reasonably satisfactory to the Indemnified Party within a reasonable time after the Indemnifying Party has received written notice of such third-party Claim from the Indemnified Party. The Parties agree to cooperate in good faith to coordinate the defense of any third-party Claim that may give rise to indemnification obligations of more than one Indemnifying Party or that may include allegations that are not subject to indemnification. (b) Notwithstanding the foregoing, the Indemnifying Party shall will not have the right to defend any such third-party Claim if: (a) it refuses to acknowledge fully its obligations to on behalf of the Indemnified Party if: (but only as to the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one Party); (bi) it contests (in whole or in part), ) its indemnification obligations (but not if it contests only as to its share of the obligations specific to the Indemnifying Party in the event a Claim gives rise to indemnification obligations of more than one obligations); (1) Party); (cii) it fails to employ appropriate counsel approved by the Indemnified Party to assume the defense of such third-party Claim or refuses to replace such counsel upon the Indemnified Party’s 's reasonable request, as provided for herein; ; (diii) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has claims Claims or defenses that are separate from or in addition to the claims Claims or defenses of the Indemnifying Party; or ; (eiv) such third-party Claim seeks an injunction, a temporary restraining order, cease and desist order, or other emergency and time sensitive equitable relief against the Indemnified Party; or (v) the Indemnified Party has notified the Indemnifying Party in writing of a Claim, and within thirty (30) days from the Indemnifying Party's receipt of such written notice the Indemnifying Party has not provided notice that it will defend the Claim or requested additional time from the Indemnified Party. In each such case described in clauses (ai) – (ev) above, the Indemnified Party shall will have the right to direct the defense of the third-party Claim and retain its own counsel, and the Indemnifying Party shall will pay the cost of such defense, including reasonable attorneys’ ' fees and expenses. The Parties agree to cooperate in good faith to coordinate the defense of any Claim that may give rise to indemnification obligations of more than one (1) Party or that may include allegations that are not subject to indemnification.