Common use of Right to Defense Clause in Contracts

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 settlement; and (iii) if Sellers desire to effect a compromise or settlement where no offer has been made by the claimant or plaintiff the Sellers' Liability shall be limited to an amount determined by agreement between Sellers and Buyer.

Right to Defense. (a) 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. . (b) 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 settlement; and (iii) if Sellers desire to effect a compromise or settlement where no offer has been made by the claimant or plaintiff the Sellers' Liability shall be limited to an amount determined by agreement between Sellers and Buyer.

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 (i) 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 fifteen (15) 15 days after the Indemnified Party has given receipt of notice of the Third Party Claim that the Indemnifying Party will, subject to the limitations set forth in Article 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, and (ii) . After notice by the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that of its election to assume the defense of any Third Party Claim, the Indemnifying Party will have not, as long as it diligently conducts such defense, be liable to the financial resources Indemnified Party for any fees of other counsel or any other expenses with respect to defend against the defense of the Third Party Claim and fulfill its indemnification obligations hereunderClaim, 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, their its attorneys and accountants, at all reasonable times, all books and records of the Indemnified Party or the Company, as the case may beParty, relating to any Third Party Claim and the Parties 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. . (ii) 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 The Indemnifying Party will shall not 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 (except, in the case of notice to the Target Partners, the consent of the Target Partner Representative) unless (A) such judgment or settlement does not involve an injunction or other equitable relief, and (B) the sole relief provided is Buyer: (i) if Buyer shall desire monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party will have no liability or additional expense with respect to effect a any 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 settlement; and (iii) if Sellers desire to effect a compromise or settlement where no offer has been made by the claimant or plaintiff the Sellers' Liability shall be limited to an amount determined by agreement between Sellers and Buyereffected without its prior written consent.

Right to Defense. (a) 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, will indemnify the Indemnified Indemnifying Party from and against the entirety (without qualification or reservation of rights) of 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) . After notice by the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that of its election to assume the defense of any Third Party Claim, the Indemnifying Party will have not, as long as it diligently conducts such defense, be liable to the financial resources Indemnified Party for any fees of other counsel or any other expenses with respect to defend against the defense of the Third Party Claim and fulfill its indemnification obligations hereunderin 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, 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. . (b) 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 The Indemnifying Party will shall not 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: unless (i) if Buyer shall desire such judgment or settlement does not involve an injunction or other equitable relief, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim will not, in the good faith judgment of the Indemnified Party, be reasonably likely to effect establish a precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party. The Indemnifying Party will have no liability or additional expense with respect to any 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 settlement; and (iii) if Sellers desire to effect a compromise or settlement where no offer has been made by the claimant or plaintiff the Sellers' Liability shall be limited to an amount determined by agreement between Sellers and Buyereffected without its prior written consent.