Common use of Terms of Defense and Indemnification Clause in Contracts

Terms of Defense and Indemnification. An indemnified party will promptly notify the indemnifying Party, in writing, of any claim for which it believes that it is entitled to indemnification. An indemnified party will, at the indemnifying Party’s request and expense, allow the indemnifying Party to conduct and/or settle all negotiations and litigation resulting from the claim. Notwithstanding the foregoing, the indemnified party may employ counsel at its own expense to assist it with respect to any such claim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either the indemnifying Party or its counsel or because the indemnifying Party does not promptly assume control of the claim, the indemnifying Party will bear the expense of such counsel. No indemnified party will have authority to settle any claim on behalf of the indemnifying Party. Each indemnified party will cooperate with the indemnifying Party, who will reimburse the indemnified party for any out-of- pocket expenses (including the reasonable fees of attorneys and other professionals) the indemnified party incurs in providing the requested assistance.

Terms of Defense and Indemnification. An indemnified party will promptly notify the indemnifying Party, in writing, of any claim for which it believes that it is entitled to indemnification. An indemnified party will, at the indemnifying Party’s request and expense, allow the indemnifying Party to conduct and/or settle all negotiations and litigation resulting from the claim. Notwithstanding the foregoing, the indemnified party may employ counsel at its own expense to assist it with respect to any such claim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either the indemnifying Party or its counsel or because the indemnifying Party does not promptly assume control of the claim, the indemnifying Party will bear the expense of such counsel. No indemnified party will have authority to settle any claim on behalf of the indemnifying Party. Each indemnified party will cooperate with the indemnifying Party, who will reimburse the indemnified party for any reasonable out-of- pocket expenses (including the reasonable fees of attorneys and other professionals) the indemnified party incurs in providing the requested assistance.

Terms of Defense and Indemnification. An indemnified party will promptly notify the indemnifying Party, in writing, of any claim for which it believes that it is entitled to indemnification. An indemnified party will, at the indemnifying Party’s 's request and expense, allow the indemnifying Party to conduct and/or settle all negotiations and litigation resulting from the claim. Notwithstanding the foregoing, the indemnified party may employ counsel at its own expense to assist it with respect to any such claim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either the indemnifying Party or its counsel or because the indemnifying Party does not promptly assume control of the claim, the indemnifying Party will bear the expense of such counsel. No indemnified party will have authority to settle any claim on behalf of the indemnifying Party. Each indemnified party will cooperate with the indemnifying Party, who will reimburse the indemnified party for any out-of- pocket expenses (including the reasonable fees of attorneys and other professionals) the indemnified party incurs in providing the requested assistance.

Terms of Defense and Indemnification. An indemnified indemnified party will promptly notify the indemnifying Party, in writing, of any claim for which it believes that it is entitled to indemnificationindemnification. An indemnified indemnified party will, at the indemnifying Party’s request and expense, allow the indemnifying Party to conduct and/or settle all negotiations and litigation resulting from the claim. Notwithstanding the foregoing, the indemnified indemnified party may employ counsel at its own expense to assist it with respect to any such claim; provided, however, that if the retention of such counsel is necessary because of a conflict conflict of interest of either the indemnifying Party or its counsel or because the indemnifying Party does not promptly assume control of the claim, the indemnifying Party will bear the expense of such counsel. No indemnified indemnified party will have authority to settle any claim on behalf of the indemnifying Party. Each indemnified indemnified party will cooperate with the indemnifying Party, who will reimburse the indemnified indemnified party for any out-of- pocket expenses (including the reasonable fees of attorneys and other professionals) the indemnified indemnified party incurs in providing the requested assistance.