Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a10.3.2(a) (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 9.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party 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 or ethical rules.

Right to Participate in Defense. Without limiting Section 10.3.2(a)13.3.2 (Control of Defense) above, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 13.3.2 (aControl of Defense) (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)14.4, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 14.4 (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)11.4, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 11.4 (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)17.3.2(a) above, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified PartyIndemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (17.3.2(a), in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)10.3, any Indemnified Party shall indemnitee will be entitled to participate in, but not control, the defense of such a Third Party Claim claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's indemnitee’s own expense unless (ia) the employment and reimbursement thereof has been specifically authorized by the indemnifying Party in writing writing, or (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) section 10.3 (in which case the Indemnified indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a6.3.2(a), any Indemnified indemnified Party shall be entitled to participate in, but not control, the defense 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 indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a6.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.3.2(a), any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 PartyIndemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a9.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)12.3.2.1, any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 12.3.2.1 (in which case the Indemnified Party shall also control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.3.2(a), any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; purpose- provided, however, however that such employment shall be at the Indemnified PartyIndemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.29.3.2 (a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.4(b), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such a Third Party Claim claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing or writing, (ii) the indemnifying Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with Section 10.3.2 (a9.4(b) (in which case the Indemnified Party shall will control the defense), or (iii) the Indemnifying Party no longer satisfies the Litigation Conditions.

Right to Participate in Defense. Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a10.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a15.4.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a15.4.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a8.3.2(a), any Indemnified indemnified Party shall be entitled to participate in, but not control, the defense 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 indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a8.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)14.3.2 (Control of Defense) above, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 14.3.2 (aControl of Defense) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)12.5.2.1, any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 12.5.2.1 (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a7.3.2(a), any Indemnified indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a7.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)14.3(b) above, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 own expense [***] unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a14.3(b) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a11.2.2(a), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a11.2.2(a) (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)15.3, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 15.3 (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(athe preceding section 14.3.2(a), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (the preceding section 14.3.2(a), in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a7.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a7.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section Article 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (aArticle 10.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a16.3.2(a), any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a16.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting clause (i) of Section 10.3.2(a12.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (iiB) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a12.3(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)12.3 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment counsel shall be at the Indemnified Party's ’s own expense unless (ia) the employment thereof of said counsel has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (12.3 and in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a), any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim Claim, and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) its obligations under this Agreement (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a7.3.2(a), any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 PartyIndemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a7.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(asection 8.3.2(a), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (asection 8.3.2(a) (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.4.2(a), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a9.4.2(a) (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a14.4(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing or writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a14.4(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.3(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party party in writing or (iiB) the indemnifying Party party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a9.3(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)15.3.2(a) hereof, any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a15.3.2(a) hereof (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.3(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party party in writing or (iiB) the indemnifying Party party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a9.3(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a6.3.2(a), any Indemnified indemnified Party shall be entitled to participate in, but not control, the defense 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 indemnified Party's ’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.26.3.2 (a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(alimitation of the Parties’ rights and obligations under Subsection 16.2.2(a), any in the event that the Indemnifying Party shall assume control of the defense of a Claim, the Indemnified Party and each of the Other Indemnitees shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party's its own cost and expense unless (i) the employment thereof has been specifically requested and authorized by the indemnifying Indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (in which case the Indemnified Party shall control the defense)writing.

Right to Participate in Defense. Without limiting Section 10.3.2(a7.3.2(a), any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 PartyIndemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a7.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.2(c)(ii)(l), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (iiB) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a9.2(c)(ii)(l) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)the preceding section 10.6, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (the preceding section 10.6(c), in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)13.3, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified PartyIndemnitee's own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 13.3 (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a9.3(b)(i), any Indemnified indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; providedPROVIDED, howeverHOWEVER, that such employment shall be at the Indemnified indemnified Party's own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party in writing or (iiB) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a9.3(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a), any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; provided, however, that such employment engagement shall be at the Indemnified Party's own ’s sole cost and expense unless (i) the employment engagement thereof has been specifically authorized in writing by the indemnifying Party in writing Party, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 10.3.2 (aControl of Defense) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a7.3.2(a), any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense 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 PartyIndemnitee's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.27.3.2 (a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)12.3(b) above, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a12.3(b) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)13.3.2 (Control of Defense) above, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 13.3.2 (aControl of Defense) (in which case the Indemnified Party shall will control the defense).. ***Confidential Treatment Requested

Right to Participate in Defense. Without limiting Section Article 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2Article 10. (a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a11.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a11.3.2(a) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a14.4(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a14.4(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)13.3, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense (and shall not be Losses) unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 13.3 (in which case the Indemnified Party shall will control the defensedefense and reasonable fees and expenses representing the Indemnified Party shall be reimbursed by the Indemnifying Party).

Right to Participate in Defense. Without limiting Section 10.3.2(a)11.3, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified PartyIndemnitee's own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) 11.3 (in which case the Indemnified Party shall will control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a)subsection 9.4.1 above, any Indemnified Party indemnified party shall be entitled to participate in, but not control, the defense 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 indemnified party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party party in writing or (ii) the indemnifying Party party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) subsection 9.4.1 (in which case the Indemnified Party indemnified party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(a11.3(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense 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 ’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party party in writing or (iiB) the indemnifying Party party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a11.3(b)(i) (in which case the Indemnified Party shall control the defense).

Right to Participate in Defense. Without limiting Section 10.3.2(asection 8.2.2(a), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party's Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (asection 8.2.2(a) (in which case the Indemnified Party shall will control the defense).