Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 7.4(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, that such employment shall be at the Indemnified Party’s own expense unless: (i) the employment thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the indemnifying Party in writing; (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a) or the Litigation Conditions are not satisfied (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, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 7.4(a10.5(b)(i), any Indemnified Party shall 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 own expense unless: (iA) the employment thereof, and the assumption by the indemnifying Indemnifying Party of such expense, has been specifically authorized by the indemnifying Indemnifying Party in writing; ; (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a10.5(b)(i) or the Litigation Conditions are not satisfied (in which case the Indemnified Party shall will control the defense); or or (iiiC) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit make inappropriate or impermissible the representation by the same counsel of both Parties parties under Applicable LawLaws, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 7.4(a10.4.1 (Control of the Defense), any Indemnified Party shall 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 own cost and expense unless: unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Party in writing; , (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a10.4.1 (Control of the Defense) or the Litigation Conditions are not satisfied (in which case the Indemnified Party shall will control the defense); , or (iiic) 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, ethical rules or equitable principlesprinciples in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 7.4(a)9.S(b) 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, that such employment shall be at the Indemnified Party’s 's own expense unless: , subject to any potentially required consent of an insurer, if applicable, (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Party in writing; , (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a9.5(b) or has assumed defence and then failed to diligently defend the Litigation Conditions are not satisfied Third Party Claim (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 parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 7.4(a8.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party a 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: unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing; , (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a8.3(b) or the Litigation Conditions are not satisfied (in which case the Indemnified Party shall control the defense); , or (iii) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to [*** Confidential treatment requested pursuant a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been separately filed with the Commission.] such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules rules, or equitable principles.

Right to Participate in Defense. Without limiting Section 7.4(a10.4(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 cost and expense unless: unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Party in writing; , (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a10.4(a) or the Litigation Conditions are not satisfied (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, ethical rules or equitable principlesprinciples in which case the indemnifying Party shall be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 7.4(a10.2(b), any Indemnified Party shall be entitled to participate in, but not control, in the defense of such Third Party Claim assumed by the Indemnifying Party 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: unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing; (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a10.2(b) or the Litigation Conditions are not satisfied (in which case the Indemnified Party shall may control the defense); or (iii) the interests of the Indemnified Party 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 under Applicable LawLaws, ethical rules rules, or equitable principles, in which case such employment shall be at the expense of the Indemnifying Party.

Right to Participate in Defense. Without limiting Section 7.4(a8.3(a), any the Indemnified Party shall be entitled to participate in, but not control, the defense of such any 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: unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing; , (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a8.4(a) or the Litigation Conditions are not satisfied (in which case the Indemnified Party shall control the defense); , or (iii) the interests of the Indemnified Party and the indemnifying Party Indemnified Party’s Indemnitees, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties such Persons under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 7.4(a11.4(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 cost and expense unless: unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Party in writing; , (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a11.4(a) or the Litigation Conditions are not satisfied (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, ethical rules or equitable principlesprinciples in which case the indemnifying Party shall be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 7.4(a), any Any Indemnified Party shall be entitled to participate in, but not control, in 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 sole cost and expense unless: unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing; writing (iiin which case, the defense shall be controlled as provided in Section 9.3.2 (Control of Defense)), (b) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a9.3.2 (Control of Defense) or the Litigation Conditions are not satisfied (in which case the Indemnified Party shall control the defense); , or (iiic) the Indemnifying Party has assumed the defense and selected its defense counsel, but the interests of the Indemnified Party 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 under Applicable Law, ethical rules or equitable principlesprinciples (in which case, the Indemnifying Party shall control its defense).

Right to Participate in Defense. Without limiting Section 7.4(a)8.6.1, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim a 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: unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing; , (iib) at any point the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.4(a) or the Litigation Conditions are not satisfied 8.6 (in which case the Indemnified Party shall will control the defense); ) or (iiic) if the interests of the Indemnified Party and the indemnifying Party Buyer Indemnitee or Seller Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such the Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable applicable Law, ethical rules or equitable principles.