Right to Defense. Notwithstanding anything provided in this Article 10, the Indemnitees retain the right to provide their own defense against any suits, claims, or actions, and to assess any costs of such defense to Contractor, including reasonable attorney’s fees, expert witness fees, and court costs.
Right to Defense. Notwithstanding anything provided in this Section 40, the Indemnitees retain the right to pro- vide their own defense against any suits, claims, or actions, and to assess any costs of such defense to Con- tractor, including reasonable attorney’s fees, expert witness fees, and court costs.
Right to Defense. In the event any claim set forth in the Notice of Claim is a claim asserted against an indemnified party by a third party, upon delivery by the indemnifying party to the indemnified party of written notice, the indemnifying party may assume and control the defense thereof with counsel of its choice, and thereafter the indemnifying party will not be liable to the indemnified party hereunder for any fees of other counsel subsequently accrued by the indemnified party in connection with the defense thereof. In the event a Notice of Claim is delivered under this Article XI, so long as there is no actual or reasonably anticipated conflict, the indemnifying party and the indemnified party will cooperate fully with each other, at the indemnifying parties’ cost and expense, in connection with the defense, negotiation or settlement of the claim covered by such Notice of Claim. If the indemnifying party assumes the defense of an action, (a) the indemnified party will be entitled to participate therein at its sole cost and expense and (b) no settlement or compromise thereof which involves an admission of guilt or liability on the part of the indemnified party or which does not include a full and unconditional release of the indemnified party in connection with the subject matter of the action such assessment or claim may be effected by the indemnifying party without the consent of the indemnified party. If the indemnifying party does not assume the defense of an action, the indemnified party may defend, compromise or settle the action, but no compromise or settlement thereof may be effected at the expense of the indemnifying party without the written consent of the indemnifying party; provided, however, that if it is ultimately determined in a proceeding in accordance with Section 12.9 that the indemnifying party has liability with respect to such action pursuant to the terms of this Agreement, the indemnifying party shall be bound by such compromise or settlement notwithstanding that the indemnifying party did not consent in writing to such compromise or settlement.
Right to Defense. (i) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party notifies the Indemnified Party (except, in the case of notice to the Target Partners, to the Target Partner Representative) in writing within 15 days after the receipt of notice of the Third Party Claim that the Indemnifying Party will, subject to the limitations set forth in Section 9, indemnify the Indemnified Party from and against any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume the defense of any Third Party Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defense of the Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim. The Indemnified Party shall make available to the Indemnifying Party, its attorneys and accountants, at all reasonable times, all books and records of the Indemnified Party, relating to any Third Party Claim and the parties will render to each other such assistance as may reasonably be required in order to insure proper and adequate defense of any Third Party Claim.
Right to Defense. The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will, subject to the limitations set forth in Article 9, indemnify the Indemnified Party from and against any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder. The Indemnified Party shall make available to the Indemnifying Party, their attorneys and accountants, at all reasonable times, all books and records of the Indemnified Party or the Company, as the case may be, relating to any Third Party Claim and the Parties will render to each other such assistance as may reasonably be required in order to insure proper and adequate defense of any Third Party Claim. So long as the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. Neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the other Party; provided, however, that where the Indemnified Party is Buyer: (i) if Buyer shall desire to effect a compromise or settlement of any Third Party Claim and Sellers shall refuse to consent to such compromise or settlement, then Buyer shall be excused from the defense and Sellers shall bear all further responsibility for the defense of the Third Party Claim; (ii) if Sellers shall desire to effect a compromise or settlement of any Third Party Claim pursuant to an offer or compromise or settlement by the claimant or plaintiff and Buyer shall refuse to consent to such compromise or settlement, then the Sellers' Liability with respect to such Third Party Claim shall be limited to the amount so offered in compromise or ...
Right to Defense. 19 Section 3.12. Payment......................................................................................19 Section 3.13. Set-offs.....................................................................................19
Right to Defense. The right to a defense or indemnification under this Agreement applies only insofar as defense and indemnification are not provided for by insurance. Nevertheless, the potential availability of insurance coverage to USI or LCA shall not relieve the other party of its obligations for defense or indemnification hereunder, or delay either party's obligation to the other to assume a defense or pay any sums due hereunder.
