Common use of Defense Declined Clause in Contracts

Defense Declined. If the Indemnifying Party declines to assume defense of a claim as provided in this Section: (a) the Indemnified Party may assume such defense and, if such defense is assumed, unless the Parties otherwise agree in writing, the Indemnifying Party thereafter shall be barred from assuming such defense at a later time; and (b) if it is later determined by a court of competent jurisdiction, without right of further appeal, that such claim was eligible for indemnification by the Indemnifying Party under this Article 15, within thirty (30) calendar days following such determination, the Indemnifying Party shall reimburse the Indemnified Party in full for all settlements, judgments, costs and expenses (including attorneys’ fees) incurred by the Indemnified Party in connection with such claim.

Defense Declined. If the Indemnifying Party declines to assume defense of a claim Claim as provided in this Section, without limiting any other rights or remedies available to the Indemnified Party: (a) the Indemnified Party may assume such defense and, if such defense is assumed, unless the Parties otherwise agree in writing, the Indemnifying Party thereafter shall be barred from assuming such defense at a later time; and (b) if it is later determined by a court of competent jurisdiction, without right of further appeal, that such claim Claim was eligible for indemnification by the Indemnifying Party under this Article 15, within thirty (30) calendar days following such determination, the Indemnifying Party shall reimburse the Indemnified Party in full for all settlements, judgments, costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party in connection with such claimClaim.