Common use of Defense of Actions Clause in Contracts

Defense of Actions. To the extent it wishes, the Indemnifying Party shall be entitled to assume the defense of any Legal Action that is the subject of this Section 7 with counsel reasonably satisfactory to the Indemnified Party; except that the Indemnified Party may retain its own counsel (i) at its own expense in order to participate in such defense and (ii) at the expense of the Indemnifying Party if representation of both the Indemnifying Party and the Indemnified Party would, in the reasonable judgment of such Indemnified Party, be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall be required to indemnify any Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any Legal Action agreed to without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, however, the Indemnifying Party shall not have any right to, and shall not without the Indemnified Party's prior written consent (which consent shall be in the Indemnified Party's sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the Indemnified Party, (ii) provide for any non-monetary relief to any Person to be performed by the Indemnified Party, or (iii) would, in the case of the SPE Shareholders, in any manner materially adversely interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television programme or other project, of the SPE Shareholders or their subsidiaries or Affiliates.

Defense of Actions. To The Indemnifying Party shall be solely responsible, at its expense, for litigating, defending or otherwise attempting to resolve any Proceeding against which the extent it wishesIndemnified Party is indemnified under this Article XI, except that: (i) the Indemnified Party shall have the right to participate in the defense of any such Proceeding at the Indemnified Party's expense and through counsel of the Indemnified Party's choice; (ii) the Indemnified Party may at its option, defend or otherwise attempt to resolve, or cause the Indemnifying Party to defend or otherwise attempt to resolve, any Proceeding against which the Indemnified Party is indemnified under this Article XI if the Indemnifying Party does not promptly and diligently defend or otherwise attempt to resolve any such Proceeding or if the Indemnified Party, in good faith, believes that the defense or resolution of such proceeding might adversely affect its relations with a customer or supplier, in which event the Indemnifying Party shall continue to be entitled obligated to assume the defense of any Legal Action that is the subject of this Section 7 with counsel reasonably satisfactory to the Indemnified Party; except that indemnify the Indemnified Party may retain its own counsel (i) at its own expense hereunder in order to participate in connection with such defense Proceedings; and (iiiii) at the expense of the Indemnifying Party if representation of both the Indemnifying Party and the Indemnified Party would, in the reasonable judgment of such Indemnified Party, be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall be required to indemnify any Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any Legal Action agreed to without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, however, the Indemnifying Party shall not have agree to any right to, and shall not settlement without the Indemnified Party's express prior written consent (which consent shall not be in the Indemnified Party's sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the Indemnified Party, (ii) provide for any non-monetary relief to any Person to be performed by the Indemnified Party, or (iii) would, in the case of the SPE Shareholders, in any manner materially adversely interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television programme or other project, of the SPE Shareholders or their subsidiaries or Affiliatesunreasonably withheld.

Defense of Actions. To The Indemnified Party shall permit the extent it wishesIndemnifying Party, at the Indemnifying Party’s option and expense, to assume the complete defense of any Claim based on any Action by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided that the Indemnifying Party provides written notice to the Indemnified Party of its election to assume the defense of such claim within thirty (30) days of receiving written notice of such Claim from the Indemnified Party pursuant to Section 8.04; provided, further, that the Indemnifying Party shall not be entitled to assume the defense of such Claim if (i) the Claim relates to any criminal or quasi-criminal matter or seeks injunctive or other equitable relief that the Indemnified Party reasonable determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, provided that if any portion of the claim can be so separated from the related claim for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages, or (ii) the Indemnified Party shall have reasonably concluded, after conferring with its outside counsel, that an actual or potential conflict of interest exists between the Indemnifying Party or any Legal of its Affiliates, on the one hand, and the Indemnified Party, on the other hand, that would make separate representation advisable, including, for the avoidance of doubt, any Claim involving a warranty or a commercial relationship between the third party involved in such Action or its Affiliates, on the one hand, and the Indemnified Party or its Affiliates, on the other hand; and, provided, further, that is the subject Indemnifying Party will not, in the defense of this Section 7 any such Action, except with counsel reasonably satisfactory the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), consent to the entry of any Order or enter into any settlement (a) which provides for any relief other than the payment of monetary damages or (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party; except ’s election to assume the defense of such Action, (i) the Indemnifying Party shall be liable to the Indemnified Party only for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party (provided, for the avoidance of doubt, that the Indemnifying Party will be liable to, and will reimburse the Indemnified Party for, legal and other expenses incurred in connection with such claim prior to the Indemnifying Party’s election to assume the defense of such Action), (ii) the Indemnified Party may retain its own hire separate counsel (i) at its own expense and may participate in order the defense of such Action and (iii) the Indemnifying Party shall keep the Indemnified Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto. As to those third-party Actions with respect to which the Indemnifying Party does not elect, or is not entitled, to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its own cost and (ii) at the expense of expense, and will consult with the Indemnifying Party if representation prior to settling or otherwise disposing of both any of the Indemnifying Party and the same. The Indemnified Party would, in the reasonable judgment of such Indemnified Party, be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall be required to indemnify will not settle any Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any Legal Action agreed to Claim without the prior written consent of the Indemnifying Party (which Party, such consent shall not to be unreasonably withheld withheld, delayed or delayed)conditioned. Notwithstanding the foregoing, however, the Indemnifying Party shall not have any right toSection 5.14(c), and not this Section 8.05, shall not without govern the Indemnified Party's prior written consent (which consent shall be in control and conduct of Tax Proceedings with respect to the Indemnified Party's sole Business and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the Indemnified Party, (ii) provide for any non-monetary relief to any Person to be performed by the Indemnified Party, or (iii) would, in the case of the SPE Shareholders, in any manner materially adversely interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television programme or other project, of the SPE Shareholders or their subsidiaries or AffiliatesBusiness Companies.

Defense of Actions. To Each party indemnified pursuant to Sections ------------------ 19(a) or 19(b) hereof (an "Indemnified Party") will give the indemnitor (the "Indemnitor") written notice of any action or proceeding relating to a claim or loss for which indemnity is sought hereunder within ten (10) business days after any such Indemnified Party shall have had actual notice thereof; provided, however, that failure to give such notice shall not impair the Indemnified Party's rights unless the Indemnitor is actually prejudiced by such failure. The Indemnified Party and the Indemnitor shall work cooperatively to minimize any claim or loss for which indemnity is sought and the Indemnitor shall have ten (10) days after receipt of the aforementioned written notice to cure any breach (to the extent it wishesthat such breach can be cured) that leads to a request for indemnity. The Indemnitor, the Indemnifying Party at its option and expense, shall be entitled to assume participate in or direct the defense or settlement of any Legal Action that is such action, provided the subject of this Section 7 with Indemnitor employs counsel reasonably satisfactory to the such Indemnified Party; except provided that prior to the Indemnitor assuming control of such defense it shall first demonstrate to the Indemnified Party may retain its own counsel (i) at its own expense in order writing such Indemnitor's financial ability to participate in such defense and (ii) at the expense of the Indemnifying Party if representation of both the Indemnifying Party and provide full indemnification to the Indemnified Party wouldwith respect to such action, in the reasonable judgment of such Indemnified Partylawsuit, be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall be required to indemnify any Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any Legal Action agreed to without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoingproceeding, however, the Indemnifying Party shall not have any right to, and shall not without the Indemnified Party's prior written consent (which consent shall be in the Indemnified Party's sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the Indemnified Party, (ii) provide for any non-monetary relief to any Person to be performed by the Indemnified Party, or (iii) would, in the case of the SPE Shareholders, in any manner materially adversely interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television programme investigation or other projectclaim giving rise to such claim for indemnification hereunder and provided further, of the SPE Shareholders or their subsidiaries or Affiliates.that:

Defense of Actions. To The Indemnified Party shall permit the extent it wishesIndemnifying Party, at the Indemnifying Party’s option and expense, to assume the complete defense of any Claim based on any Action by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided that the Indemnifying Party provides written notice to the Indemnified Party of its election to assume the defense of such claim within thirty (30) days of receiving written notice of such Claim from the Indemnified Party pursuant to Section 8.04; provided, further, that the Indemnifying Party shall not be entitled to assume the defense of such Claim if (i) the Claim relates to any criminal or quasi-criminal matter or seeks injunctive or other equitable relief that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be reasonably separated from any related claim for money damages, provided that if any portion of the claim can be so separated from the related claim for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages, or (ii) the Indemnified Party shall have reasonably concluded, after conferring with its outside counsel, that an actual or potential conflict of interest exists between the Indemnifying Party or any Legal Action that is of its Affiliates, on the subject of this Section 7 with counsel reasonably satisfactory to one hand, and the Indemnified Party; except , on the other hand, or that the Indemnified Party may retain its own counsel (i) at its own expense in order to participate in such defense and (ii) at the expense of the Indemnifying Party if representation or any of both its Affiliates could have defenses that would not reasonably be expected to be available to the Indemnifying Party Party, in each case, that would make separate representation advisable, or (iii) any Claim involving a warranty or a commercial relationship between the third party involved in such Action or its Affiliates, on the one hand, and the Indemnified Party wouldor its Affiliates, on the other hand; and, provided, further, that the Indemnifying Party will not, in the reasonable judgment defense of any such Action, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), consent to the entry of any Order or enter into any settlement (a) which provides for any relief other than the payment of monetary damages, (b) which involves a finding or admission of any violation of Law or admission of wrongdoing, and/or (c) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Indemnified PartyAction, be inappropriate due to actual or potential differing interests between them. No (i) the Indemnifying Party shall be required liable to indemnify any the Indemnified Party only for any amount paid such legal or payable other expenses subsequently incurred by such the Indemnified Party in connection with the settlement of any Legal Action agreed to without defense thereof at the written consent request of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, however, the Indemnifying Party shall not have any right to, and shall not without the Indemnified Party's prior written consent (which consent shall be in the Indemnified Party's sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the Indemnified Party, (ii) provide for any non-monetary relief to any Person to be performed the Indemnified Party may hire separate counsel at its own expense and may participate in the defense of such Action and (iii) the Indemnifying Party shall keep the Indemnified Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto. As to those third-party Actions with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its own cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, such consent not to be unreasonably withheld, delayed or (iii) would, in the case of the SPE Shareholders, in any manner materially adversely interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television programme or other project, of the SPE Shareholders or their subsidiaries or Affiliatesconditioned.