Common use of Tender of Defense for Damages Clause in Contracts

Tender of Defense for Damages. Promptly upon receipt by either Party of a notice of a claim by a Third Party which may give rise to a claim for Damages under Section 6.1 or 6.2 of this Agreement, the indemnified party shall give written notice thereof to the indemnifying party. Upon tender of defense, (i) the indemnifying party shall undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying party, in its sole discretion, shall elect, (ii) the indemnified party shall cooperate as reasonably requested (with reasonable out of pocket expenses, but not soft costs, being reimbursed by the indemnifying party) in the defense of the claim, provided, however, that the indemnifying party may not agree to any settlement which would invalidate any claim of any Licensed Patent Right or which would impose any ongoing obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's own expense, and the indemnifying party shall cooperate with the indemnified party if the indemnified party does so participate. If the indemnifying party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party may nevertheless, at its own expense, participate in the defense of such claim by the indemnified party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party shall have such access to the records and files of the indemnified party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defense for Damages. Promptly upon receipt by either Party of a notice of a claim by a Third Party which may give rise to a claim for Damages under Section 6.1 or 6.2 of this Agreement, the indemnified Indemnified party shall give written notice thereof to the indemnifying party. Upon tender of defense, (ia) the indemnifying party shall undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying party, in its sole discretion, shall elect, (iib) the indemnified party shall cooperate as reasonably requested (with reasonable out of pocket expenses, but not soft costs, being reimbursed by the indemnifying party) in the defense of the claim, provided, however, that the indemnifying party may not agree to any settlement which would invalidate any claim of any Licensed Patent Right or any Improvement or which would impose any ongoing obligation on the indemnified party without the indemnified party's ’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's ’s own expense, and the indemnifying party shall cooperate with the indemnified party if the indemnified party does so participate. If the indemnifying party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party may nevertheless, at its own expense, participate in the defense of such claim by the indemnified party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party shall have such access to the records and files of the indemnified party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defense for Damages. Promptly upon receipt by either Party any party entitled to indemnification hereunder (the "Indemnified Party"), of a notice of a claim by a Third Party third party which may give rise to a claim for Damages under Section 6.1 Damages, the Indemnified Party shall give Notice thereof to the party(ies) obligated to provide such indemnification (the "Indemnifying Party"). No failure or 6.2 delay of the Indemnified Party in the performance of the foregoing shall relieve, reduce or otherwise affect the Indemnifying Party's obligations and liability to indemnify the Indemnified Party pursuant to this Agreement, the indemnified party shall give written notice thereof except to the indemnifying partyextent that such failure or delay shall have adversely affected the Indemnifying Party's ability to defend against such claim for Damages. Upon tender of defenseIf the Indemnifying Party gives to the Indemnified Party an agreement in writing, (i) in a form reasonably satisfactory to counsel for the indemnifying party shall Indemnified Party, to defend such claim for Damages, the Indemnifying Party may, at their sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying partyIndemnifying Party, in its their sole discretion, shall elect, (ii) elect and the indemnified party Indemnified Party shall cooperate execute such documents and take such steps as may be reasonably requested (with reasonable out necessary in the opinion of pocket expenses, but not soft costs, being reimbursed by counsel for the indemnifying party) in Indemnifying Party to enable the Indemnifying Party to conduct the defense of the claim, provided, however, that the indemnifying party may not agree to any settlement which would invalidate any such claim of any Licensed Patent Right or which would impose any ongoing obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's own expense, and the indemnifying party shall cooperate with the indemnified party if the indemnified party does so participatefor Damages. If the indemnifying party Indemnifying Party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party Indemnifying Party may nevertheless, at its their own expense, participate in the defense of such claim by the indemnified party Indemnified Party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party Indemnifying Party shall have such access to the records and files of the indemnified party Indemnified Party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defense for Damages. Promptly upon receipt by either Party party of a notice of a claim by a Third Party third party which may give rise to a claim for Damages under Section 6.1 5.1 or 6.2 5.2 of this Agreement, the indemnified party shall give written notice thereof to the indemnifying party. Upon tender of defense, (i) the indemnifying party shall undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying party, in its sole discretion, shall elect, (ii) the indemnified party shall cooperate as reasonably requested (with reasonable out of pocket expenses, but not soft costs, being reimbursed by the indemnifying party) in the defense of the claim, provided, however, that the indemnifying party may not agree to any settlement which would invalidate any claim of any Licensed Patent Right or which would impose any ongoing obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's own expense, and the indemnifying party shall cooperate with the indemnified party if the indemnified party does so participate. If the indemnifying party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party may nevertheless, at its own expense, participate in the defense of such claim by the indemnified party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party shall have such access to the records and files of the indemnified party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defense for Damages. Promptly upon receipt by either Party of a notice of a claim by a Third Party third party which may give rise to a claim for Damages under Section 6.1 or 6.2 of this Agreement, the indemnified party Party shall give written notice thereof to the indemnifying partyParty. Upon tender of defense, (i) the indemnifying party Party shall undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying partyParty, in its sole discretion, shall elect, (ii) the indemnified party Party shall cooperate as reasonably requested (with reasonable out of pocket expenses, but not soft costs, being reimbursed by the indemnifying partyParty) in the defense of the claim, provided, however, that the indemnifying party Party may not agree to any settlement which would invalidate any claim of any Licensed the Patent Right or which would impose any ongoing obligation on the indemnified party Party without the indemnified party's Party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party Party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's Party’s own expense, and the indemnifying party Party shall cooperate with the indemnified party Party if the indemnified party Party does so participate. If the indemnifying party Party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party Party may nevertheless, at its own expense, participate in the defense of such claim by the indemnified party Party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party Party shall have such access to the records and files of the indemnified party Party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defense for Damages. Promptly upon receipt by either Party the Buyer, the Seller's Representative or either of the Trusts of a notice of a claim by a Third Party third party which may give rise to a claim for Damages under Section 6.1 or 6.2 of this AgreementDamages, the indemnified party shall give written notice thereof to the other party. No reasonable delay of indemnified party in the performance of the foregoing shall relieve, reduce or otherwise affect the indemnifying party's obligations and liability to indemnify the indemnified party pursuant to this Agreement. Upon tender of defense, (i) If the indemnifying party shall gives to the indemnified party an agreement in writing, in a form reasonably satisfactory to indemnified party's counsel, to defend such claim for Damages, the indemnifying party may, at its sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying party, in its sole discretion, shall elect, (ii) elect and the indemnified party shall cooperate execute such documents and take such steps as may be reasonably requested (with reasonable out necessary in the opinion of pocket expenses, but not soft costs, being reimbursed by counsel for the indemnifying party) in party to enable the indemnifying party to conduct the defense of the claim, provided, however, that the indemnifying party may not agree to any settlement which would invalidate any such claim of any Licensed Patent Right or which would impose any ongoing obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's own expense, and the indemnifying party shall cooperate with the indemnified party if the indemnified party does so participatefor Damages. If the indemnifying party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party may nevertheless, at its own expense, participate in the defense of such claim by the indemnified party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party shall have such access to the records and files of the indemnified party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.