Common use of CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS Clause in Contracts

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (A) Each indemnified party (each, an "Indemnitee") shall give the indemnifying party (the "Indemnitor") prompt notice of each claim for which it seeks indemnification. Failure to give such prompt notice shall not relieve any Indemnitor of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered resulting from a failure to receive prompt notice hereunder. The Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Indemnitors do assume control of the defense of any such claim in accordance with the foregoing, then: (x) the Indemnitor shall not defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (A) Each indemnified party (each, an "Indemnitee") shall give the indemnifying party (the "Indemnitor") prompt notice of each claim for which it seeks indemnification. Failure to give such prompt notice shall not relieve any Indemnitor of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered resulting from a failure to receive give prompt notice hereunder. The Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume control of the defense (but not the settlement, if such a settlement may adversely affect Indemnitee or its current or future operations) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Indemnitors do assume control of the defense of any such claim in accordance with the foregoing, then: (x) the Indemnitor shall not defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.the

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (Aa) Each indemnified party (each, an "Indemnitee") shall give the indemnifying party (the "Indemnitor") prompt notice of each claim for which it seeks indemnification. Failure to give such prompt notice shall not relieve any Indemnitor of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered resulting from a failure to receive prompt notice hereunder. The Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Indemnitors do assume control of the defense of any such claim in accordance with the foregoing, then: (x) the Indemnitor shall not defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (A) Each indemnified party (each, an "Indemnitee") IHS/ALLIED INDEMNITEE CLAIMS. IHS shall be entitled to control any indemnification claims and rights of Allied. IHS shall give the indemnifying party applicable Representative (or, in case of a claim involving the "Indemnitor"Lithotripsy Practice, to all of the Representatives) prompt written notice of each claim for which it any IHS/Allied Indemnitee seeks indemnification. Failure to give such prompt written notice shall not relieve any Indemnitor party of its its, his or her respective indemnification obligationobligation (each, an "INDEMNIFYING PARTY"), provided that such indemnification obligation obligations shall be reduced by any damages that the Indemnitor applicable Indemnifying Party demonstrates it that it, he or she has suffered resulting from a failure to receive give prompt notice hereunder. The Indemnitors Any Indemnifying Party shall be entitled to participate in the defense of such claim. If at any time the Indemnitor ; however, unless an applicable Indemnifying Party acknowledges in writing that the claim is fully indemnifiable by it it, him, or her under this AgreementAgreement (without any limitations imposed pursuant to Section 12.5 (c) above), and, if requested by the IndemniteeIHS, the Indemnitor posts adequate bond or security, the Indemnitor IHS shall have the right be entitled to assume control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge cost and expense of the defense of such action within twenty (20) days after the date of notice of the claim for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the IndemnitorIndemnifying Parties. If any event described Indemnifying Party does acknowledge in clauses writing that the claim is fully indemnifiable by it, him, or her under this Agreement (iwithout any limitations imposed pursuant to Section 12.5(c) through (iv) above shall occurabove), and, if requested by IHS, posts adequate bond or security, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee Indemnifying Party (together with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided any other Indemnifying Party that such counsel shall be reasonably acceptable to the Indemnitor. If the Indemnitors do is so qualified) may assume control of the defense of any such claim in accordance with the foregoing, then: (x) the Indemnitor shall not defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or othersclaim, and (y) the Indemnitee IHS shall not settle such claim without the written consent of the IndemnitorRepresentative for such Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. (A) Each indemnified party (each, an "Indemnitee") shall give the indemnifying party (the "Indemnitor") prompt notice of each claim for which it seeks indemnification. Failure to give such prompt notice shall not relieve any Indemnitor of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages the Indemnitor demonstrates it has suffered resulting from a failure to receive give prompt notice hereunder. The Indemnitors Indemnitor shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable by it under this Agreement, and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor shall have the right to assume control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty (20) days after the date of notice of the claim for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitor. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the Indemnitors do Indemnitor does assume control of the defense of any such claim in accordance with the foregoing, then: (x) the Indemnitor shall not defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall not settle such claim without the written consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 12.5 shall prevent either party from assuming control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. Any party seeking indemnification under this Agreement (A) Each indemnified party (each, an "Indemnitee") shall give the indemnifying each party from whom indemnification is sought (the an "Indemnitor") prompt written notice of each the claim for which it seeks indemnification. Failure of the Indemnitee to give such prompt notice shall not relieve any an Indemnitor of its indemnification obligation, provided that such indemnification obligation shall be reduced by any damages suffered by the Indemnitor demonstrates it has suffered resulting from a failure to receive give prompt notice hereunder. The All Indemnitors shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable by it Indemnifiable under this Agreement, and, if requested by the Indemnitee, the Indemnitor posts adequate bond or security, the Indemnitor it shall have the right to assume total control of the defense (but not the settlement) of such claim at its own expense; unless (i) Indemnitee shall have been authorized in writing by the Indemnitor to defend such action with counsel of its own choice in connection with the defense of such action, or (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within twenty claim (20other than claims in connection with Excess Reimbursement Liabilities or Section 5.25 which it shall not control but be entitled to participate in) days after the date of notice of the claim for which indemnification is sought is given to the Indemnitor or (iii) the Indemnitor shall have failed to undertake and reasonably pursue the defense of such action, or (iv) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Indemnitorat its own expense. If any event described in clauses (i) through (iv) above shall occur, then the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Indemnitor, provided that such counsel shall be reasonably acceptable to the Indemnitor. If the all Indemnitors do not assume total control of the defense of any such claim (or in accordance the case of claims in connection with the foregoingExcess Reimbursement Liabilities or Section 5.25), then: (x) the Indemnitor shall not defend the claim for which indemnification is being sought in any manner that would likely have a material adverse effect on the Indemnitee or on any relationship that the Indemnitee may have with any customers, vendors, suppliers or others, and (y) the Indemnitee shall agrees not to settle such claim without the written consent of the Indemnitor, all Indemnitors which consent shall not be unreasonably withheld, delayed or conditioned. Nothing contained in this Section 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.