Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 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 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 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 9.4.110.4.1, 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 (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 9.4.1 10.4.1 (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 Law, ethical rules or ethical rulesequitable principles 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 9.4.112.4.1 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 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 9.4.1 12.4.1 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.111.4.1, 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 (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 9.4.1 11.4.1 (in which case the Indemnified Party shall will 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 Law, ethical rules or ethical rulesequitable principles 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 9.4.111.4.1 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 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 9.4.1 11.4.1 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, 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 (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 9.4.1 (in which case the Indemnified Party shall will 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 Law, ethical rules or ethical rulesequitable principles 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 9.4.19.4(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 own 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 and actively further the defense and employ counsel in accordance with Section 9.4.1 9.4(b) (in which case the Indemnified Party shall will control the defense), or (iii) the interests of Indemnifying Party no longer satisfies 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 rulesLitigation Conditions.

Right to Participate in Defense. Without limiting Section 9.4.1, 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 (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 9.4.1 (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 Law, ethical rules or ethical rulesequitable principles 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 9.4.19.6(d)(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 cost and 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 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) 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 applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.111.4(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 (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 9.4.1 11.4(a) (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 Law, ethical rules or ethical rulesequitable principles 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 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 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 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.. 9.4.3

Right to Participate in Defense. Without limiting Section 9.4.112.4(a), 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 (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 9.4.1 12.4(a) (in which case the Indemnified Party shall will 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 Law, ethical rules or ethical rulesequitable principles 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 9.4.19.6(d)(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 cost and 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 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) 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 applicable Law, ethical rules or ethical rules.equitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party. (iii)

Right to Participate in Defense. Without limiting Section 9.4.110.4(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 (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 9.4.1 10.4(a) (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 Law, ethical rules or ethical rulesequitable principles 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 9.4.114.4(a) or 14.4(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such a 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 Party’s own expense unless unless, (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 14.4(a) (in which case the Indemnified Party shall control the defense), or (iiiii) 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 Law Law, ethical rules or ethical rules.equitable principles. EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under

Right to Participate in Defense. Without limiting Section 9.4.111.4.1, 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 (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 9.4.1 11.4.1 (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 Law, ethical rules or ethical rulesequitable principles 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 9.4.111.4.1, 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 (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 9.4.1 11.4.1 (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 Law, ethical rules or ethical rulesequitable principles 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 9.4.19.6(d)(i), any Indemnified Party shall will 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; purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) 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 applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.1subsection (i) above, any Indemnified Party shall will 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 shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iiA) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 subsection (i) above (in which case the Indemnified Party shall will control the defense), ) or (iiiB) 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 applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any reasonable costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will 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 shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) 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 applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.113.4.1, 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 (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 9.4.1 13.4.1 (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 Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.