Common use of Right to Participate in Defence Clause in Contracts

Right to Participate in Defence. Any Indemnified Party shall be entitled to participate in the defence of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defence shall be controlled as provided in Section 8.3.2), (ii) the indemnifying Party has failed to assume the defence and employ counsel in accordance with Section 8.3.2 (in which case the Indemnified Party shall control the defence) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defence).

Right to Participate in Defence. Any Indemnified Party Without limiting Clause 23.4, any Indemnitee shall be entitled to participate in in, but not control, the defence of such a Third Party Claim and by having its views regularly solicited by the Indemnifying Party and, where proceedings are commenced, to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified PartyIndemnitee’s sole cost and own expense unless unless, (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defence shall be controlled as provided in Section 8.3.2), (ii) the indemnifying Indemnifying Party has failed to assume the defence and employ retain counsel in accordance with Section 8.3.2 Clause 23.4.1 (in which case the Indemnified Party shall control the defence) ), or (iiib) the interests of the indemnitee Indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defence)principles.