Common use of Defence of Claims Clause in Contracts

Defence of Claims. (a) Promptly after receipt by the Indemnified Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which an indemnity provided for in Section 12.3 may apply, the Indemnified Party will notify the Indemnifying Party in writing of such fact. The Indemnifying Party will assume the defence thereof with counsel designated by the Indemnifying Party and satisfactory to the affected Indemnified Party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party has reasonably concluded that there may be legal defences available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party will have the right to select separate counsel satisfactory to the Indemnifying Party acting reasonably (at no additional cost to the Indemnified Party) to participate in the defence of such action on behalf of the Indemnified Party. The Indemnifying Party will promptly confirm that it is assuming the defence of the Indemnified Party by providing written notice to the Indemnified Party. Such notice will be provided no later than 10 days prior to the deadline for responding to any claim relating to any Indemnifiable Loss.

Defence of Claims. (a) Promptly after receipt by the Indemnified Party indemnified party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which an indemnity provided for in Section 12.3 section 6.6, section 15.3 or section 15.4 may apply, the Indemnified Party indemnified party will notify the Indemnifying Party indemnifying party in writing of such fact. The Indemnifying Party indemnifying party will assume the defence thereof with counsel designated by the Indemnifying Party indemnifying party and satisfactory to the affected Indemnified Partyindemnified party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party has reasonably concluded that there may be legal defences available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Partyindemnifying party, the Indemnified Party indemnified party will have the right to select separate counsel satisfactory to the Indemnifying Party indemnifying party acting reasonably (at no additional cost to the Indemnified Partyindemnified party) to participate in the defence of such action on behalf of the Indemnified Partyindemnified party. The Indemnifying Party indemnifying party will promptly confirm that it is assuming the defence of the Indemnified Party indemnified party by providing written notice to the Indemnified Partyindemnified party. Such notice will be provided no later than 10 five business days prior to the deadline for responding to any claim relating to any Indemnifiable Lossindemnifiable loss.

Defence of Claims. (a) Promptly after receipt by the Indemnified Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which an indemnity provided for in Section 12.3 10.3 may apply, the Indemnified Party will notify the Indemnifying Party in writing of such fact. The Indemnifying Party will assume the defence thereof with counsel designated by the Indemnifying Party and satisfactory to the affected Indemnified Party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party has reasonably concluded that there may be legal defences available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party will have the right to select separate counsel satisfactory to the Indemnifying Party acting reasonably (at no additional cost to the Indemnified Party) to participate in the defence of such action on behalf of the Indemnified Party. The Indemnifying Party will promptly confirm that it is assuming the defence of the Indemnified Party by providing written notice to the Indemnified Party. Such notice will be provided no later than 10 ten (10) days prior to the deadline for responding to any claim relating to any Indemnifiable Loss.