Common use of Conduct of Defense Clause in Contracts

Conduct of Defense. An Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within five days of its receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party. When the Indemnifying Party assumes the defense, the Indemnified Party shall have the right to approve the defense counsel (such approval not to be unreasonably withheld or delayed) and the Indemnified Party will have no liability for any compromise or settlement of any such claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by this subsection (b), the Indemnified Party shall have the sole right to conduct such defense and the Indemnified Party may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreement.

Conduct of Defense. An After receipt of such Claim Notice, the ------------------ Indemnifying Party shall have be entitled, if it so elects, to take control of the rightinvestigation, upon written notice to defense, settlement, negotiation, trial or other resolution of a claim or the remediation of any condition or event which otherwise entitles the Indemnified Party (to the "Defense Notice") within five days benefit of any indemnity hereunder, and to employ and engage attorneys of its receipt from own choice to handle and defend the claim (including any appeal, if such Indemnifying Party elects to make an appeal), or in the case of a condition or event, to employ such persons and to take such actions as it deems necessary to remediate such condition or event, at the Indemnifying Party's cost, risk and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably and in good faith cooperate with the Indemnifying Party and its counsel in contesting any claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the third-party claim or any cross- complaint against any person or providing statements or testimony in connection therewith. If the Indemnifying Party does not, within 10 business days after receipt of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of notify the Indemnified Party. When Party in writing that the Indemnifying Party assumes has elected to assume the defensedefense of the claim, the Indemnified Party shall have be entitled to take control of the right claim, to approve the defense counsel (such approval not to be unreasonably withheld a final conclusion or delayed) settlement. The cost and the Indemnified Party will have no liability for any compromise or settlement expense of any such claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in full shall be reimbursed by the Indemnifying Party. In the event Party (if it is subsequently finally judicially determined that the Indemnifying Party does deliver a Defense Notice and thereby elects is or was obligated to conduct defend or indemnify the defense of such Third Party ClaimIndemnified Party), provided that the Indemnified Party will cooperate with has promptly and make available vigorously prosecuted the claim to a final conclusion or settlement. Notwithstanding the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by this subsection (b)foregoing, the Indemnified Party shall have the sole right be entitled to conduct such its own defense at the cost and expense of the Indemnifying Party if the Indemnified Party establishes that the conduct of its defense by the Indemnifying Party would reasonably be likely to prejudice materially the Indemnified Party due to a conflict of interest between the Indemnified Party and the Indemnifying Party; and provided further that in any event the Indemnified Party may pay, compromise or defend participate in such claim or proceeding defense at the Indemnifying Party's its own expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreement.

Conduct of Defense. An Indemnifying Party shall have the right, upon written notice to the Purchaser Indemnified Party (the "Defense Notice") within five (5) days of its receipt from the Purchaser Indemnified Party of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Purchaser Indemnified Party. When the Indemnifying Party assumes the defense, the Purchaser Indemnified Party shall have the right to approve the defense counsel (such which approval shall not to be unreasonably withheld or delayed) and the Purchaser Indemnified Party will have no liability for any compromise or settlement of any such claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyParty and such compromise or settlement includes a release of each Purchaser Indemnified Party from any liabilities arising out of such Third Party Claim. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Purchaser Indemnified Party will will, at the Indemnifying Party's sole expense, cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing; provided, however that the Indemnifying Party shall control such defense. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by this subsection (bSection 7.2(b), the Purchaser Indemnified Party shall have the sole right to conduct such defense and the Purchaser Indemnified Party may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreement.

Conduct of Defense. An Indemnifying Party shall will have the right, upon written notice to the Indemnified Party (the "Defense Notice") within five fifteen days of its receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party. When the Indemnifying Party assumes the defense, the Indemnified Party shall will have the right to approve the defense counsel (such counsel, which approval or consent will not to be unreasonably withheld or delayed) and the Indemnified . The Indemnifying Party will have no liability for any may not compromise or settlement of settle any such claim that is effected without its the prior written consentconsent of the Indemnified Party, unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. In An Indemnified Party will not unreasonably withhold or delay its consent to the event that compromise or settlement of any such claim. If the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall will have the right at its expense to participate in the defense assisted by counsel of its own choosing. In the event that If the Indemnifying Party shall fail fails to give the Defense Notice within the time prescribed by this subsection (bSection 7.3(a), the Indemnified Party shall will have the sole right to conduct such defense and the Indemnified Party may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event If any Indemnified Party should have has a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall will promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreement.

Conduct of Defense. An Except as otherwise provided in Section 5.21, the Reliant Indemnifying Party Parties shall have the rightright to direct (at their own expense), upon written notice through counsel of their own choosing, which counsel shall be reasonably satisfactory to the Alkermes Indemnified Party, the defense or settlement of any claim or proceeding the subject of indemnification hereunder. If the Reliant Indemnifying Parties elect to assume the defense of any such claim or proceeding, the Alkermes Indemnified Party may participate in such defense at its own expense (unless (i) the "Defense Notice"Reliant Indemnifying Parties are also parties against whom the Third Party Claim is made and the Alkermes Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) within five days of its receipt from the Reliant Indemnifying Parties fails to provide reasonable assurance to the Alkermes Indemnified Party of the Claim Notice, its financial capacity to conduct at its expense the defense against defend such Third Party Claim in and provide indemnification with respect to such Third Party Claim). The Alkermes Indemnified Party shall provide the Reliant Indemnifying Parties and their representatives with access to its own namerecords and personnel relating to any such claim, orassertion, if necessary, event or proceeding during normal business hours and shall otherwise cooperate with the Reliant Indemnifying Parties and their representatives in the name defense or settlement thereof, and the Reliant Indemnifying Parties shall reimburse the Alkermes Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If the Reliant Indemnifying Parties elect to direct the defense of any such claim or proceeding, the Alkermes Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Reliant Indemnifying Parties consent in writing to such payment or unless the Reliant Indemnifying Parties withdraw from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Reliant Indemnifying Parties is entered against the Alkermes Indemnified Party for such liability. No settlement in respect of any Third Party Claim may be effected by the Reliant Indemnifying Parties without the Alkermes Indemnified Party's prior written consent unless the settlement involves a full and unconditional release of the Alkermes Indemnified Party without any admission of fault by the Alkermes Indemnified Party; provided, however, that in any case in which the Alkermes Indemnified Party withholds consent to such proposed settlement, thereafter the maximum liability of the Reliant Indemnifying Parties under this Article X to such Alkermes Indemnified Party with respect to the relevant Third Party Claim shall not exceed the amounts set forth in such proposed settlement. When If the Reliant Indemnifying Party assumes the Parties shall fail to undertake any such defense, the Alkermes Indemnified Party shall have the right to approve undertake the defense counsel (such approval not to be unreasonably withheld or delayed) and settlement thereof, at the Reliant Indemnifying Parties' expense. If the Alkermes Indemnified Party will have no liability for any compromise or settlement assumes the defense of any such claim that is effected without its or proceeding pursuant to this Section 10.2 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Alkermes Indemnified Party shall give the Reliant Indemnifying Parties prompt written consent, unless notice thereof and the sole relief provided is monetary damages that are paid Reliant Indemnifying Parties shall have the right to participate in full by the Indemnifying Party. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct settlement or assume or reassume the defense of such Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate claim or proceeding in the defense assisted by counsel of its own choosing. In event the event that the Reliant Indemnifying Party shall fail Parties agree to give the Defense Notice within the time prescribed by this subsection (b), the Indemnified Party shall have the sole right to conduct such defense and the Indemnified Party may pay, compromise or defend assume liability for any Losses arising from such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreementproceeding.

Conduct of Defense. An Indemnifying Party In case the Sponsors of Liberty acknowledge or agree to the responsibility hereunder for a Third party claim according to Clause 2.1 above and provided that the Sponsors of Liberty shall have complied with their obligation set forth in clause 2.2, the right, upon written notice to the Indemnified Party (the "Defense Notice") within five days Sponsors of its receipt from the Indemnified Party of the Claim Notice, Liberty shall be entitled to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party. When the Indemnifying Party assumes the defense, if any, of the Indemnified Party Third party claim. The Sponsors of Liberty shall have include notice of their election as to the right to approve conduct of the defense counsel (such approval not to be unreasonably withheld or delayed) of a Third party claim in the notice of acknowledgement and the Indemnified Party will have no liability for any compromise or settlement of any such claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in full agreement contemplated by the Indemnifying Partysecond paragraph of clause 2.1 above. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects Sponsors of Liberty elect to conduct the defense of a Third party claim, the Beneficiary shall be entitled to participate in such defense and shall be entitled to reimbursement from the Sponsors of Liberty for their reasonable attorneys fees and expenses in connection therewith. Any failure by the Sponsors of Liberty to give notice to the Beneficiary as set forth in the previous paragraph shall deemed an election on their part not to conduct the defense of the relevant Third party claim and their acceptance of the Damages suffered or incurred by the Beneficiary as a result of or in connection with such Third Party Claimparty claim. Regardless of whether the Sponsors of Liberty elect to conduct the defense of a Third party claim, the Indemnified Party will cooperate with and they shall make available to the Indemnifying Party Beneficiary the necessary funds for any required deposits or guarantees and comply with any interim or preliminary measures that a court or administrative office requests to be put in place in relation to such assistanceThird party claim. Amounts released from any such deposits or guarantees shall within fifteen (15) days be reimbursed to the Sponsors of Liberty, personnel, witnesses so long as no Damages in connection therewith remain to be indemnified and materials as reimbursed to the Indemnifying Party may reasonably requestBeneficiary. Failure by the Sponsors of Liberty to comply with their obligations under this clause will entitle the Beneficiary to make use of the mechanism provided in clause 8 for the resolution of disputes hereunder. Regardless of which Party is conducting the defense of any Third party defends such Third Party Claimclaim, the other party Party shall have cooperate fully on a timely basis and as and to the right at its expense to participate in extent reasonably requested. The Party conducting the defense assisted by counsel shall keep the other Party reasonably informed of its own choosing. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by this subsection (b), the Indemnified Party shall have the sole right to conduct such defense and the Indemnified Party may pay, compromise any changes or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have other developments on a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreementtimely basis.

Conduct of Defense. An If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "“Defense Notice"”) within five fifteen (15) days of its receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that if (A) such claim seeks injunctive or other equitable relief involving the Indemnified Party or any of its Affiliates, (B) any insurance carrier for the Indemnified Party or any of its Affiliates requires, as a condition to such Person’s eligibility to recover insurance proceeds on account of any such claim, that such carrier control the defense of any such claim, or (C) the Indemnifying Party notifies the Indemnified Party that it is not required to provide indemnification for such claim, then, in any such case, the Indemnified Party shall be entitled to conduct the defense against such claim, at the expense of the Indemnifying Party. When the Indemnifying Party assumes conducts the defense, the Indemnified Party shall have the right to approve the defense counsel (representing the Indemnifying Party in such defense, which approval shall not to be unreasonably withheld or delayed) , and in the event the Indemnifying Party and the Indemnified Party will have no liability for any compromise cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party’s approval, which approval shall not be unreasonably withheld or settlement delayed. If the Indemnifying Party assumes the defense of any such claim that is effected without its prior written consentThird Party Claim made against the Indemnified Party, unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. In Party shall notify the event Indemnified Party in writing at the point that the Indemnifying Party does deliver a Defense Notice and thereby elects determines that it is not required to conduct the defense of such Third Party Claim, provide indemnification to the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In the event that the Indemnifying Party shall fail to give the Defense Notice within the time prescribed by this subsection (b), the Indemnified Party shall have the sole right to conduct such defense and the Indemnified Party may pay, compromise or defend such claim or proceeding at the Indemnifying Party's expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this AgreementArticle VIII.

Conduct of Defense. An Indemnifying Party The Company shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within five days of its receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party. When the Indemnifying Party assumes the defense, the Indemnified Party shall have the right to approve the defense counsel (such approval not to be unreasonably withheld or delayed) and the Indemnified Party will have no liability for any compromise or settlement of any such claim that is effected without its prior written consent, unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. Regardless of which party defends such Third Party Claim, the other party shall have the right at its expense entitled to participate in the defense assisted of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel of its own choosing. In chosen by the event that the Indemnifying Party shall fail Company to give the Defense Notice within the time prescribed by this subsection represent Indemnitee would present such counsel with an actual or potential conflict, (b)) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the Indemnified Party applicable standards of professional conduct then prevailing, then Indemnitee shall have the sole right be entitled to conduct such defense and the Indemnified Party may payretain separate counsel (but not more than one law firm plus, compromise or defend such claim or proceeding if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Indemnifying Party's Company’s expense. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does The Company shall not involve a Third Party Claim, the Indemnified Party shall promptly transmit be liable to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification Indemnitee under this AgreementAgreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.