Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 14.5 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; 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 14.5 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 11.5 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; 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 14.5 11.5 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above9.4.1, 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 [***] cost and 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 14.5 9.4.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above, 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; 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 Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 ‎11.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above, 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; 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 Party in writingParty, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 13.3.2 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the indemnitee 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 14.5 above13.4.1, 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 Indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 13.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above12.4.1, any Indemnified Party shall be entitled to participate in, but but, subject to Section 12.4.1, not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment participation shall be at the Indemnified Party’s own expense unless (ia) the employment and control 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 14.5 12.4.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the indemnitee 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 14.5 above13.5.1, 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; 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 14.5 13.5.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above, 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; 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 Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 11.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the indemnitee 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 14.5 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; 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 14.5 13.4 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the indemnitee 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 14.5 above, 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; 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 Party in writingParty, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 12.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the applicable indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 11.5 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; providedprovided , howeverhowever , 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 14.5 11.5 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above, 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; 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 Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 9.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 14.5 above, 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; 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 Party in writing, Party; (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 9.3.2 (in which case the Indemnified Party shall control the defense), ; or (iii) the interests of the indemnitee 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 14.5 above, 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; 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 Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.5 11.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable Law, ethical rules or equitable principles.