Common use of Defense by Indemnitee Clause in Contracts

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 5 contracts

Samples: Indemnification and Insurance Matters Agreement (Luminent Inc), Indemnification and Insurance Matters Agreement (Optical Access Inc), Indemnification and Insurance Matters Agreement (Mercfuel Inc)

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Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Third-Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a6.4(c), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Third-Party Claim.

Appears in 3 contracts

Samples: Master Separation Agreement (Aquila Energy Corp), Master Separation Agreement (Aquila Inc), Master Separation Agreement (Aquila Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.4(d), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 3 contracts

Samples: Indemnification and Insurance Matters Agreement (Savannah Electric & Power Co), Indemnification and Insurance Matters Agreement (Southern Energy Inc), Indemnification and Insurance Matters Agreement (Southern Energy Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.6(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses incurred in connection with such defense in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 3 contracts

Samples: And Insurance Matters Agreement (Palmsource Inc), Indemnification and Insurance Matters Agreement (Lsi Logic Corp), Indemnification and Insurance Matters Agreement (Lsi Logic Storage Systems Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.3(c), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined determined, in accordance with the procedures governing the Claims Committee, that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Indemnification Agreement (Maxtor Corp), Indemnification Agreement (Maxtor Corp)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(aSECTION 1.4(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Insurance Matters Agreement (C Cube Semiconductor Inc), Insurance Matters Agreement (Harmonic Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.5(a), such Indemnitee may manage the defense of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Indemnification and Insurance Matters Agreement (Roxio Inc), Indemnification and Insurance Matters Agreement (Adaptec Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume --------------------- responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a)Subsection 7.5.1, such Indemnitee may manage the defense of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Separation Agreement (Millipore Microelectronics Inc), Separation Agreement (Millipore Corp /Ma)

Defense by Indemnitee. If an the Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, Claim or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a2.4(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses incurred in connection with such defense in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Contribution and Assumption Agreement, Master Contribution and Assumption Agreement (Acxiom Corp)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.5(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses incurred in connection with such defense in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Indemnification and Insurance Matters Agreement (Loyalty Alliance Enterprise Corp), Indemnification and Insurance Matters Agreement (Sunpower Corp)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.5(f), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined determined, in accordance with the procedures governing the Claims Committee, that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 2 contracts

Samples: Indemnification and Insurance Matters Agreement (Agilent Technologies Inc), Indemnification and Insurance Matters Agreement (Agilent Technologies Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a2.5(d), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Allegheny Energy Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section SECTION 1.6(a), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Snap Appliances Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section SECTION 1.6(a), such Indemnitee may manage the defense of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Roxio Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.6(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Axcelis Technologies Inc)

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Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(aSECTION 1.5(a), such Indemnitee may manage the defense of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Roxio Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a1.4(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification Agreement (Catalytica Energy Systems Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.of

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Luminent Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will shall assume responsibility as provided in Section 1.6(a2.6(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such reasonable fees, costs and expenses expenses, including attorney's and other professional fees and expenses, in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Tality Corp)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined determined, in accordance with the procedures governing the Claims Committee, that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Matters Agreement (McData Corp)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(aSECTION 1.6(A), such Indemnitee may manage the defense of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (3com Corp)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim or to diligently defend such Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a2.5(b), such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs Claim and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to may settle such Third Party ClaimClaim without the consent of the Indemnifying Party.

Appears in 1 contract

Samples: Indemnification and Separation Agreement (Strategic Hotel Capital Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 1.6(a)1.5.1, such Indemnitee may manage the defense of such Third Party Claim; provided, however, that the Indemnifying Party shall reimburse all such costs and expenses in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Ambassadors Group Inc)

Defense by Indemnitee. If an Indemnifying Party fails to assume responsibility for managing the defense of a Third Party Claim, or fails to notify an Indemnitee that it will shall assume responsibility as provided in Section 1.6(a2.6(b), such Indemnitee may manage the defense of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall reimburse all such reasonable fees, costs and expenses expenses, including attorney's and other professional fees and expenses, in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Cadence Design Systems Inc)

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