Terms of Defense of Third Party Claim Sample Clauses

Terms of Defense of Third Party Claim. The Indemnifying Party shall have 30 days after receipt of the Third Party Claim Notice (unless the claim or action requires a response before the expiration of such 30-day period, in which case the Indemnifying Party shall have until ten (10) Business Days before the required response date) to undertake, conduct and control, through counsel of its own choosing, the settlement or defense of the Third Party Claim, provided, however, that (x) prior to the Indemnifying Party assuming control of any defense in a Third Party Claim, the Indemnifying Party shall (1) first demonstrate to the Indemnified Person in writing the Indemnifying Party’s financial ability to provide full indemnification to the Indemnified Person with respect to such Thirty Party Claim and (2) unconditionally agree in writing to be fully responsible for all Losses relating to such Third Party Claim, in each case without regard for the monetary limitation set forth herein, and (y) the Indemnifying Party will not admit liability, consent to the entry of any judgment, compromise, discharge, enter into any settlement with respect to the Third Party Claim or cease to defend a Third Party Claim without the prior written consent of the Indemnified Person (not to be unreasonably withheld, delayed or conditioned). The Indemnified Person shall cooperate with the Indemnifying Party in connection with the Indemnifying Party assuming control of any defense in a Third Party Claim; provided, however, that (i) the Indemnifying Party shall permit the Indemnified Person to participate in such settlement or defense through counsel chosen by the Indemnified Person, provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party, (ii) the Indemnifying Party shall not settle any Third Party Claim without the Indemnified Person’s consent if the settlement requires the Indemnified Person to admit wrongdoing, pay any fines or refrain from any material action and (iii) if, on the advice of outside counsel to the Indemnified Person, the Indemnified Person has separate defenses from the Indemnifying Party and there is a conflict of interest between the Indemnified Person and Indemnifying Parties or if there is any danger of criminal Liability of the Indemnified Person, then the Indemnified Person shall be permitted to retain special counsel of its own choosing at the sole expense of the Indemnified Person. Notwithstanding the foregoing, the Indemnifying Party is not entitled to partici...