Right to Tender or Undertake Defense. If Company is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted or prohibited Use or Disclosure of PHI or other breach of this Agreement by Business Associate or any subcontractor, agent, person or entity under Business Associate’s control, Company will have the option at any time either (i) to tender its defense to Business Associate, in which case Business Associate will provide qualified attorneys, consultants and other appropriate professionals to represent Company’s interests at Business Associate’s expense, or (ii) undertake its own defense, choosing the attorneys, consultants and other appropriate professionals to represent its interests, in which case Business Associate will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants and other professionals.
Right to Tender or Undertake Defense. If the State is named a party in any judicial, administrative, or other proceeding arising out of or in connection with a breach of this Agreement or a matter for which the Contractor is obligated to indemnify the State under this Agreement, then the State shall have the option at any time to either (i) tender its defense to Contractor, in which case Contractor shall provide qualified attorneys, consultants, and other appropriate professionals to represent the State's interests at Contractor 's expense, or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case Contractor shall be responsible for and shall pay reasonable fees and expenses of such attorneys, consultants, and other appropriate professionals. If the State elects option (ii) above, the Contractor shall be afforded a reasonable opportunity to participate in the defense and attend the legal proceedings at its own expense; however, the State shall have sole control of the defense.
Right to Tender or Undertake Defense. If Covered California is named a party in any judicial, administrative, or other proceeding arising out of or in connection with a breach of this Agreement or a matter for which the Contractor is obligated to indemnify Covered California under this Agreement, then Covered California will have the option at any time to either (i) tender its defense to Contractor, in which case Contractor will provide qualified attorneys, consultants, and other appropriate professionals to represent Covered California’s interests at Contractor's expense, or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case Contractor will be responsible for and shall pay reasonable fees and expenses of such attorneys, consultants, and other appropriate professionals. If Covered California elects’ option (ii), above, the Contractor shall be afforded a reasonable opportunity to participate in the defense and attend the legal proceedings at its own expense.
Right to Tender or Undertake Defense. If COMPANY is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted use or disclosure of COMPANY’s Protected Health Information or other breach of this Addendum by BUSINESS ASSOCIATE or any subcontractor or agent under BUSINESS ASSOCIATE’s control, COMPANY will have the option at any time either (A) to tender its defense to BUSINESS ASSOCIATE, in which case BUSINESS ASSOCIATE will provide qualified attorneys, consultants, and other appropriate professionals to represent COMPANY’s interests at BUSINESS ASSOCIATE’s expense, or (B) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case BUSINESS ASSOCIATE will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals.
Right to Tender or Undertake Defense. If the indemnified party is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted or violating use or disclosure of Protected Health Information by the indemnifying party or any of its subcontractors, agents, or employees, the indemnified party will have the option at any time either (i) to tender its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys to represent the indemnified party’s interests at the indemnifying party’s expense, or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the indemnifying party will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants and other professionals.
Right to Tender or Undertake Defense. If the State is named a party in any judicial, administrative, or other proceeding arising out of or in connection with a breach of this Agreement or a matter for which the Grantee is obligated to indemnify the State under this Agreement, then the State will have the option at any time to either (i) tender its defense to Grantee, in which case Grantee will provide qualified attorneys, consultants, and other appropriate professionals to represent the State's interests at Grantee's expense, or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case Grantee will be responsible for and shall pay reasonable fees and expenses of such attorneys, consultants, and other appropriate professionals. If the State elects option (ii) above, the Grantee shall be afforded a reasonable opportunity to participate in the defense and attend the legal proceedings at its own expense; however, the State shall have sole control of the defense. Right to Control Resolution. Notwithstanding that the State may have tendered its defense to the Grantee, neither party shall settle, compromise or resolve any claims, causes of action, liabilities or damages against the State without the consent of the other party, which consent shall not be unreasonably withheld. Any such resolution will not relieve the Grantee of its obligation to indemnify the State.
Right to Tender or Undertake Defense. If Organization is named a party in any judicial,
Right to Tender or Undertake Defense. If GHP is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non- permitted use or disclosure of GHP’s Protected Health Information or other breach of this HIPAA Agreement by BlueCross or any subcontractor or agent under BlueCross’ control, GHP will have the option at any time either (A) to tender its defense to BlueCross, in which case BlueCross will provide qualified attorneys, consultants, and other appropriate professionals to represent GHP’s interests at BlueCross’ expense, or (B) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case BlueCross will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals.
Right to Tender or Undertake Defense. In the event an indemnified Party is named a party in any third party Claim, the indemnified Party shall have the option at any time (i) to tender its defense to the indemnifying Party, in which case the indemnifying Party shall provide qualified attorneys, consultants and other appropriate professionals to represent the indemnified Party’s interests at indemnifying Party’s sole expense or (ii) to undertake its own defense, choosing the attorneys, consultants and other appropriate professionals to represent its interests, in which case the indemnifying Party will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants and other professionals.
Right to Tender or Undertake Defense. If Horizon is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted or violating Use, Disclosure or request of Private Information or other breach of this Agreement by Business Associate or any subcontractor, agent, person or entity under Business Associate’s control, Horizon will have the option at any time either (i) to tender its defense to Business Associate, in which case Business Associate will provide qualified attorneys to represent Horizon’s interests at Business Associate’s expense, or (ii) undertake its own defense, choosing the attorneys, consultants and other appropriate professionals to represent its interests, in which case Business Associate will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants and other professionals.
