Common use of Defense by Indemnified Party Clause in Contracts

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim but declines to assume and control the defense thereof or fails to give notice of its intention to do so to the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Party shall have the right to assume and control the defense of such Third Party Claim; the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as are reasonably required by the Indemnified Party; and the Indemnifying Party shall be permitted to join in the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify does not assume the defense of any such Third Party Claim, the Indemnified Party with respect to may defend against such Third Party Claim but declines and settle or compromise the same, after giving notice thereof to assume and control the defense thereof or fails to give notice of its intention to do so to Indemnifying Party, on such terms as the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from may deem appropriate, and the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Indemnifying Party shall have the right be entitled to assume participate in (but not control) such defense with its own counsel and control the defense of such Third Party Claim; the at its own expense. The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; . If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder, unless suit shall have been instituted against it and the Indemnifying Party shall be permitted to join in not have assumed the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldsuit after notification as provided in Section 13.3.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such a Third Party Claim but declines to assume and control the defense thereof or fails to give notice of its intention to do so to the Indemnified Party within fifteen thirty (1530) days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable AssurancesParty, the Indemnified Party shall have the right to assume and control the defense of such Third Party Claim; the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as are reasonably required requested by the Indemnified Party; and the Indemnifying Party shall be permitted to join in the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim but declines to does not ---------------------------- assume and control the defense thereof of any such claim or fails to give notice of its intention to do so to the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable Assuranceslitigation resulting therefrom, the Indemnified Party shall have may defend against such claim or litigation, after giving notice of the right same to assume and control the defense of such Third Party Claim; the Indemnifying Party shall cooperate with Party, on such terms as the Indemnified Party in such defense and make available to the Indemnified Partymay deem appropriate, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as are reasonably required by the Indemnified Party; and the Indemnifying Party shall be permitted entitled to join participate in the defense of (but not control) the defense of such Third Party Claim action, with its counsel and employ counsel at its own expense. No such Third Party Claim may be settled by ; provided, however, that the Indemnified Party may not compromise or settle any such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend such third-party claim in a reasonably prudent manner.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify does not assume the defense of any such Third Party Claim, the Indemnified Party with respect to may defend against such Third Party Claim but declines and settle or compromise the same, after giving notice thereof to assume and control the defense thereof or fails to give notice of its intention to do so to Indemnifying Party, on such terms as the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from may deem appropriate, and the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Indemnifying Party shall have the right be entitled to assume participate in (but not control) such defense with its own counsel and control the defense of such Third Party Claim; the at its own expense. The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; . If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder, unless suit shall have been instituted against it and the Indemnifying Party shall be permitted to join in not have assumed the defense of (but not control) such Third Party Claim and employ counsel at its expensesuit after notification as provided in Section 13.3. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld.Exh. 4.1-13

Defense by Indemnified Party. If the Indemnifying Party PARTY acknowledges in writing its obligation to indemnify the Indemnified Party PARTY with respect to such Third Party PARTY Claim but declines to assume and control the defense thereof or fails to give notice of its intention to do so to the Indemnified Party PARTY within fifteen (15) days after its receipt of notice of such Third Party PARTY Claim from the Indemnified Party PARTY or fails to provide the Reasonable Assurances, the Indemnified Party PARTY shall have the right to assume and control the defense of such Third Party PARTY Claim; the Indemnifying Party PARTY shall cooperate with the Indemnified Party PARTY in such defense and make available to the Indemnified PartyPARTY, at the Indemnifying PartyPARTY’s expense, all such witnesses, records, materials and information in the Indemnifying PartyPARTY’s possession or under its control relating thereto as are reasonably required by the Indemnified PartyPARTY; and the Indemnifying Party PARTY shall be permitted to join in the defense of (but not control) such Third Party PARTY Claim and employ counsel at its expense. No such Third Party PARTY Claim may be settled by the Indemnified Party PARTY without the prior written consent of the Indemnifying PartyPARTY, which shall not be unreasonably withheld.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim but declines to assume and control the defense thereof or fails to give notice of its intention to do so to the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Party shall have the right to assume and control the defense of such Third Party Claim; the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s 's possession or under its control relating thereto as are reasonably required by the Indemnified Party; and the Indemnifying Party shall be permitted to join in the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify does not assume the defense of any such Third Party Claim, the Indemnified Party with respect to may defend against such Third Party Claim but declines and settle or compromise the same, after giving notice thereof to assume and control the defense thereof or fails to give notice of its intention to do so to Indemnifying Party, on such terms as the Indemnified Party within fifteen (15) days after its receipt of notice of such Third Party Claim from may deem appropriate, and the Indemnified Party or fails to provide the Reasonable Assurances, the Indemnified Indemnifying Party shall have the right be entitled to assume participate in (but not control) such defense with its own counsel and control the defense of such Third Party Claim; the at its own expense. The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; . If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder, unless suit shall have been instituted against it and the Indemnifying Party shall be permitted to join in not have assumed the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldsuit after notification as provided in Section 13.4.

Defense by Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim but declines to assume and control the defense thereof or fails to give notice of its intention to do so to the Indemnified Party within fifteen (15) 30 days after its receipt of notice of such Third Party Claim from the Indemnified Party or fails to provide the Reasonable AssurancesParty, the Indemnified Party shall have the right to assume and control the defense of such Third Party Claim; the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as are reasonably required by the Indemnified Party; and the Indemnifying Party shall be permitted to join in the defense of (but not control) such Third Party Claim and employ counsel at its expense. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld.