Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However, 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; (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) (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 Laws, ethical rules, or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 9.3.2), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 9.3.2 (in which case the Indemnified Party shall control the defense); ) or (iii) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 13.3.2), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 13.3.2 (in which case the Indemnified Party shall control the defense); ) or (iii) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General8.3(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. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General8.3(b)(i) (in which case the Indemnified Party shall 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 parties under Applicable Lawsapplicable law, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)12.4.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 12.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.5.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, 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 10.2(b) (In General) 11.5.1 (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 such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General9.3(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. However; 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; , (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General9.3(b) (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 LawsLaw, ethical rules, or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 7.3(b)), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General7.3(b) (in which case the Indemnified Party shall control the defense); , or (iii) the interests of the Indemnified Party 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 under Applicable Lawsapplicable Law, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.5.1, 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 11.5.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General14.3(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. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General14.3(b)(i) (in which case the Indemnified Party shall 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 Lawsapplicable law, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General7.3(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. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General7.3(b)(i) (in which case the Indemnified Party shall 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 parties under Applicable Lawsapplicable law, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.5 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. However; provided, however, that such employment shall be at the Indemnified Party’s own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof 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 10.2(b) (In General) 13.5 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party 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 LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.4.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 11.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.4.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 13.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party in writingwriting (in which case, the defense shall be controlled as provided in Section 8.3.2 (Indemnification Procedures; Control of Defense)), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) 8.3.2 (In GeneralIndemnification Procedures; Control of Defense) (in which case the Indemnified Party shall control the defense); ) or (iii) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.4.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, 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 10.2(b) (In General) 11.4.1 (in which case the Indemnified Party shall control the defense); or (iii) . In the event 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 LawsLaw, ethical rules, rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.5.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 13.5.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 8.3(b)), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General8.3(b) (in which case the Indemnified Party shall control the defense); , or (iii) the interests of the Indemnified Party 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 under Applicable Lawsapplicable Law, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General)10.4.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 10.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General7.3(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. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General7.3(b)(i) (in which case the Indemnified Party shall 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 parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General9.3(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. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General9.3(b) (in which case the Indemnified Party shall 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 Lawsapplicable law, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof of such counsel has been specifically authorized in writing by the Indemnifying indemnifying Party in writing; writing (iiin which case, the defense shall be controlled as provided in Section 8.3.2), (b) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 8.3.2 (in which case the Indemnified Party shall control the defense); , or (iiic) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General)10.5.1, 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 10.5.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.5.1, 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. However; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, 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 10.2(b) (In General) 11.5.1 (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 such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing; writing (iiin which case, the defense shall be controlled as provided in Section 8.3.2 (Control of Defense)), (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) 8.3.2 (In GeneralControl of Defense) (in which case the Indemnified Party shall 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 LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.6 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. However; provided, however, that such employment shall be at the Indemnified Party’s own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof 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 10.2(b) (In General) 13.6 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party 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 LawsLaw, ethical rules, rules or equitable principles.. 13.6.2

Right to Participate in Defense. Without limiting Section 10.2(b) (General)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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 9.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General15.4(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. However; 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; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General15.4(b)(i) (in which case the Indemnified Party shall 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 LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.4.1, 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. However, ; provided that such employment shall be at the Indemnified Party’s 's own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 11.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General7.3(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ counsel of its choice for such purpose. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General7.3(b)(i) (in which case the Indemnified Party shall 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 Lawsapplicable Law, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.4.1, 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. However; provided, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the Indemnifying indemnifying Party in writing; , (iib) the Indemnifying indemnifying Party has failed Confidential to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 13.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 9.3(ii)), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General9.3(ii) (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 such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) 11.4.1 (In General), 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) 11.4.1 (In General) (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), any 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. However, ; provided that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in advance in writing; , (iib) the Indemnifying indemnifying Party has notified the Indemnified Party is not going to assume or failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 12.3.2 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party applicable Indemnitees 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 LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 8.3.2), (ii) the Indemnifying indemnifying Party has failed to assume (or diligently continue) the defense and employ counsel in accordance with Section 10.2(b) (In General) 8.3.2 (in which case the Indemnified Party shall control the defense); ) or (iii) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof of such counsel has been specifically authorized in writing by the Indemnifying indemnifying Party in writing; writing (iiin which case, the defense shall be controlled as provided in Section 9.3.2), (b) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 9.3.2 (in which case the Indemnified Party shall control the defense); , or (iiic) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party (in writing; which case, the defense shall be controlled as provided in Section 8.3.2), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 8.3.2 (in which case the Indemnified Party shall control the defense); ) or (iii) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General12.3(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. However; 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 in writing; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General12.3(b)(i) (in which case the Indemnified Party shall 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 parties under Applicable Lawsapplicable law, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), any 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. However, ; provided that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in advance in writing; , (iib) the Indemnifying indemnifying Party has notified the Indemnified Party is not going to assume or failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 14.4.2 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party applicable Indemnitees 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 LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.6 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. However; provided, however, that such employment shall be at the Indemnified Party’s own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof 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 10.2(b) (In General) 13.6 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party 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 LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b13.3.2(a) (In General), 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless unless: (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, 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 10.2(b13.3.2(a) (In General) (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 such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing; writing (in which case, the defense shall be controlled as provided in Section 11.3(b)), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General11.3(b) (in which case the Indemnified Party shall control the defense); , or (iii) the interests of the Indemnified Party 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 under Applicable Lawsapplicable law, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General)12.4 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. However; provided, however, that such employment shall be at the Indemnified Party’s own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof 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 10.2(b) (In General) 12.4 (in which case the Indemnified Party shall control the defense); ) 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 the representation by the same counsel of both Parties parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party (in writing; which case, the defense shall be controlled as provided in Section 12.4.2), (iib) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 12.4.2 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General7.3(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. However; 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; , (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General7.3(b) (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 LawsLaw, ethical rules, or equitable principles, in which cases, it shall be at the Indemnifying Party’s expense.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying indemnifying Party (in writing; which case, the defense shall be controlled as provided in Section 8.3.2), (ii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 8.3.2 (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 such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) (General), 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. However; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing; writing (iiin which case, the defense shall be controlled as provided in Section 11.3.2 (Control of Defense)), (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) 11.3.2 (In GeneralControl of Defense) (in which case the Indemnified Party shall 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 LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 10.2(b) 12.5.1 (In General), 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless unless: (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) 12.5.1 (In General) (in which case the Indemnified Party shall control the defense); 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General), any Indemnified Party shall be entitled to participate in, but not control, in the defense of such Third Party Third‑Party Claim assumed by Company and to employ counsel of its choice for such purpose. However, such employment shall be at the Indemnified Party’s own expense unless unless: (i) the employment thereof has been specifically authorized by the Indemnifying Party Company in writing; (ii) the Indemnifying Party Company has failed to assume the defense defense, diligently defend the claim, and employ counsel in accordance with Section 10.2(b) (In General) (in which case the Indemnified Party shall may control the defense); or (iii) the interests of the Indemnified Party and the Indemnifying Party Company with respect to such Third Party Third‑Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Laws, ethical rules, or equitable principles, in which case such employment shall be at the expense of Company.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)11.4.1, 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 11.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principlesprinciples (in which case the Indemnifying Party shall control its defense and the Indemnified Party shall control the defense of the Indemnified Party).

Right to Participate in Defense. Without limiting Section 10.2(b) ‎12.5.1 (In General), 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) ‎12.5.1 (In General) (in which case the Indemnified Party shall control the defense); 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General11.4(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. However; provided, however, that such employment shall be at the Indemnified Party’s own cost and expense unless (i) the employment 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 10.2(b) (In General11.4(a) (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 such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, 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 10.2(b) (General)12.4.1, 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. However, ; provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof thereof, and the assumption by the 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 10.2(b) (In General) 12.4.1 (in which case the Indemnified Party shall control the defense); , 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 the representation by the same counsel of both Parties under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General)13.4 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. However; 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; , (iib) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General) 13.4 (in which case the Indemnified Party shall control the defense); ) or (iiic) the interests of the Indemnified Party 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 under Applicable LawsLaw, ethical rules, rules or equitable principles.

Right to Participate in Defense. Without limiting Section 10.2(b) (General12.3(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. However; 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; , (iiB) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.2(b) (In General12.3(b)(i) (in which case the Indemnified Party shall 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 parties under Applicable Lawsapplicable law, ethical rules, rules or equitable principles.