Common use of Right to Defend Clause in Contracts

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claim; provided, however, that if the Indemnitor does not elect to assume the defense of any claim, then (a) the Indemnitor shall have the right to participate in the defense of such claim or demand at its expense through counsel of its own choosing, provided the Indemnitee shall control the defense of such claim, (b) the Indemnitee may settle any such claim without the consent of the Indemnitor, however, the Indemnitor may not settle any such claim without the prior written consent of the Indemnitee. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith.

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor Seller and Stockholder shall be entitled (without prejudice at their sole cost and expense to the right contest and defend by all appropriate legal proceedings any Claim with respect to which either Seller or Stockholder is called upon to indemnify any of the Indemnitee to participate in Indemnified Parties under the defense provisions of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claimthis Agreement; provided, however, that notice of the intention so to contest shall be delivered by Seller and Stockholder to Purchaser within twenty (20) days from the effective date of notice to Seller and Stockholder by Purchaser of the assertion of the Claim, and provided, further that such right to contest and defend shall exist only if Seller and Stockholder have (i) admitted in writing to Purchaser the Indemnitor does not elect obligation of Seller and Stockholder to assume pay the defense indemnified obligations to the Indemnified Parties with respect to the Claim and (ii) have provided the Indemnified Parties with satisfactory evidence of Seller and Stockholder's ability to pay any claimindemnity obligation that reasonably may arise under the Claim. Any such contest may be conducted in the name and on behalf of Purchaser. Such contest shall be conducted by reputable attorneys employed by Seller and Stockholder and reasonably acceptable to Purchaser, then (a) the Indemnitor but Purchaser shall have the right to participate in the defense of such claim or demand at its expense through counsel proceedings and to be represented by attorneys of its own choosingchoosing at its cost and expense. If, provided after such opportunity, Seller and Stockholder have not satisfied all requirements for the Indemnitee contest of a claim by them (i.e., timely election, admission of liability and proof of ability regarding payment), then Seller and Stockholder shall control the (i) at their expense, except for travel expenses requested to be incurred by Purchaser, reasonably cooperate with Purchaser with respect to defense of the Claim, and (ii) be bound by the result obtained with respect to the Claim by Purchaser. At any time after the commencement of defense of any Claim, Seller and Stockholder may request Purchaser to accept a bona fide offer from the other parties to the Claim for a cash settlement payable solely from Seller and Stockholder (which places no burdens or restrictions on Purchaser and does not otherwise prejudice Purchaser), whereupon such claimaction shall be taken unless Purchaser determines that the contest should be continued, and so notifies Seller and Stockholder in writing within fifteen (b15) days of such request from Seller and Stockholder. In the event that, after such a request by Seller and Stockholder for acceptance of a bona fide cash settlement offer, Purchaser determines that the contest should be continued, Seller and Stockholder shall be liable for indemnity hereunder only to the extent of the lesser of (i) the Indemnitee may settle any such claim without amount which the consent other party to the contested Claim had agreed to accept in settlement as of the Indemnitor, however, the Indemnitor xxxx Xxxxxx and Stockholder made its request therefor to Purchaser or (ii) such amount for which Seller and Stockholder may not settle any be liable with respect to such claim without the prior written consent Claim by reason of the Indemnitee. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewithprovisions hereof.

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor The Seller and Shareholder shall be entitled (without prejudice at their sole cost and expense to the right contest and defend by all appropriate legal proceedings any Claim with respect to which either Seller or Shareholder is called upon to indemnify any of the Indemnitee to participate in Indemnified Parties under the defense provisions of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claimthis Agreement; provided, however, that notice of the intention so to contest shall be delivered by the Seller and Shareholder to Purchaser within twenty (20) days from the effective date of notice to the Seller and Shareholder by Purchaser of the assertion of the Claim, and provided, further that such right to contest and defend shall exist only if the Indemnitor does not elect Seller and Shareholder have (i) admitted in writing to assume Purchaser the defense obligation of the Seller and Shareholder to pay the indemnified obligations to the Indemnified Parties with respect to the Claim and (ii) have provided the Indemnified Parties with satisfactory evidence of the Seller and Shareholder's ability to pay any claimindemnity obligation that reasonably may arise under the Claim. Any such contest may be conducted in the name and on behalf of Purchaser. Such contest shall be conducted by reputable attorneys employed by the Seller and Shareholder and reasonably acceptable to Purchaser, then (a) the Indemnitor but Purchaser shall have the right to participate in the defense of such claim or demand at its expense through counsel proceedings and to be represented by attorneys of its own choosingchoosing at its cost and expense. If, provided after such opportunity, the Indemnitee Seller and Shareholder have not satisfied all requirements for the contest of a claim by them (i.e., timely election, admission of liability and proof of ability regarding payment), then the Seller and Shareholder shall control the (i) at their expense, except for travel expenses requested to be incurred by Purchaser, reasonably cooperate with Purchaser with respect to defense of the Claim, and (ii) be bound by the result obtained with respect to the Claim by Purchaser. At any time after the commencement of defense of any Claim, the Seller and Shareholder may request Purchaser to accept a bona fide offer from the other parties to the Claim for a cash settlement payable solely from the Seller and Shareholder (which places no burdens or restrictions on Purchaser and does not otherwise prejudice Purchaser), whereupon such claimaction shall be taken unless Purchaser determines that the contest should be continued, and so notifies the Seller and Shareholder in writing within fifteen (b15) days of such request from the Seller and Shareholder. In the event that, after such a request by the Seller and Shareholder for acceptance of a bona fide cash settlement offer, Purchaser determines that the contest should be continued, the Seller and Shareholder shall be liable for indemnity hereunder only to the extent of the lesser of (i) the Indemnitee may settle any such claim without amount which the consent other party to the contested Claim had agreed to accept in settlement as of the Indemnitor, however, time the Indemnitor Seller and Shareholder made its request therefor to Purchaser or (ii) such amount for which the Seller and Shareholder may not settle any be liable with respect to such claim without the prior written consent Claim by reason of the Indemnitee. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewithprovisions hereof.

Right to Defend. If the facts giving rise Indemnitor(s) shall, at its(their) option, elect by prompt written notice to each Indemnitee to contest or defend any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the IndemniteeCovered Proceeding, the Indemnitor shall be entitled (without prejudice Indemnitor(s) shall, subject to the right provisions of the Indemnitee to participate in the defense of such claim or demand this Section 9.3, be entitled, at its expense through or their sole cost and expense, to contest or defend the same with counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its their own choosing, which counsel shall be but reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of and in such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claim; provided, however, that if the Indemnitor does not elect to assume the defense of any claim, then (a) the Indemnitor shall have the right to participate in the defense of such claim or demand at its expense through counsel of its own choosing, provided event the Indemnitee shall control not settle, compromise, pay or discharge the defense of such claim, (b) the Indemnitee may settle any such claim without the consent of the Indemnitor, however, the Indemnitor may not settle any such claim same without the prior written consent of the Indemnitor(s) (which consent shall, however, not be unreasonably withheld or delayed), so long as the Indemnitor(s) is(are) actively contesting and defending the same in good faith. In such a defense, Indemnitor may settle in its discretion on any terms that do not require Indemnitee to pay money, do not require Indemnitee to refrain from or perform any act, and secure for Indemnitee a full release. Settlement on terms that do not meet those conditions requires the written consent of the Indemnitee. Whether or If Indemnitor elects not to accept the Indemnitor does choose to so defend such claimtender of a defense, then Indemnitee may defend, at Indemnitor’s cost, provided that the Parties shall cooperate cost must be reasonable in light of the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewithamounts at stake.

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claim; provided, however, that if the Indemnitor does not elect to assume the defense of any claim, then (a) the Indemnitor shall have the right to participate in the defense of such claim or demand at its expense through counsel of its own choosing, provided the Indemnitee shall control the defense of such claim, (b) the Indemnitee may settle any such claim without the consent of the Indemnitor, however, the Indemnitor may not settle any such claim without the prior written consent of the Indemnitee; and (c) Section 4.5 above shall be inapplicable. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith.

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claim; provided, however, that if the Indemnitor does not elect to assume the defense of any claim, then (a) the Indemnitor shall have the right to participate in the defense of such claim or demand at its expense through counsel of its own choosing, provided the Indemnitee shall control the defense of such claim, (b) the Indemnitee may settle any such claim without the consent of the Indemnitor, however, the Indemnitor may not settle any such claim without the prior written consent of the Indemnitee. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith.

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claim; provided, however, that if the Indemnitor does not elect to assume the defense of any claim, then (a) the Indemnitor shall have the right to participate in the defense of such claim or demand at its expense through counsel of its own choosing, provided the Indemnitee shall control the defense of such claim, (b) the Indemnitee may settle any such claim without the consent of the Indemnitor, however, the Indemnitor may not settle any such claim without the prior written consent of the Indemnitee. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith.. 5.6

Right to Defend. If the facts giving rise to any such claim for indemnification involve any actual or threatened claim or demand by any Third Party against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or demand in the name of the Indemnitee at the Indemnitor’s expense and through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, if it gives written notice to the Indemnitee within forty-five (45) calendar 45 days after receipt of the Notice of Claim that the Indemnitor intends to assume the defense of such claim and acknowledges its liability to indemnify the Indemnitee for any losses resulting from such claim; provided, however, that if the Indemnitor does not elect to assume the defense of any claim, then (a) the Indemnitor shall have the right to participate in the defense of such claim or demand at its expense through counsel of its own choosing, provided the Indemnitee shall control the defense of such claim, (b) the Indemnitee may settle any such claim without the consent of the Indemnitor, however, the Indemnitor may not settle any such claim without the prior written consent of the Indemnitee. Whether or not the Indemnitor does choose to so defend such claim, the Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith.