Common use of Defense of Indemnified Parties Clause in Contracts

Defense of Indemnified Parties. Promptly after receipt by an ------------------------------ Indemnified Party of notice of the commencement or assertion against it of any claim, action or proceeding, such Indemnified Party shall, if a claim in respect thereof is to be made against Tenant under this Article VIII, notify Tenant thereof; but the omission so to notify Tenant shall not relieve Tenant from any liability which it may have to such Indemnified Party under this Article VIII except to the extent that Tenant shall have been prejudiced by such failure. As long as no Event of Default exists and provided that representation by counsel selected by Tenant will not, in Indemnified Party's reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation such Indemnified Party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of indemnification and undertaking of defense of such other parties), prejudice Indemnified Party in any manner, Tenant, at its sole cost and expense, shall have the right by counsel reasonably satisfactory to the Indemnified Party, to contest, resist and defend any claim, action or proceeding with respect to which it shall have received the Notice described in the preceding sentence; provided, however, that Tenant may not compromise or otherwise dispose of the same without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed so long as the Indemnified Party receives a full release with respect to the claim, action or proceeding. If an Event of Default exists, or, in Indemnified Party's judgment, representation by counsel selected by Tenant will prejudice Indemnified Party in any manner, such Indemnified Party shall have the right to retain its own counsel and defend such action. If Tenant shall have assumed responsibility for such contest and defense, Tenant shall not be obligated to pay any attorneys' fees or other legal costs incurred by or on behalf of the Indemnified Party unless an Event of Default exists. Notwithstanding the foregoing, each Indemnified Party shall, at Tenant's request and expense, cooperate with Tenant, at no cost or expense to the Indemnified Party, in the defense of any such claim, action or proceeding.

Defense of Indemnified Parties. Promptly after receipt by an ------------------------------ Indemnified Party of notice of the commencement or assertion against it of any claim, action or action, proceeding, such Indemnified Party shall, if a claim in respect thereof is to be made against Tenant Red Lion under this Article VIIISection 14, notify Tenant Red Lion thereof; but the omission so to notify Tenant Red Lion shall not relieve Tenant Red Lion from any liability which it may have to such Indemnified Party under this Article VIII Section 14, except to the extent that Tenant Red Lion shall have been prejudiced by such failure. As long as no Event of Default exists and provided that representation by counsel selected by Tenant Red Lion will not, in Indemnified Party's ’s reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation obligations such Indemnified Party party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of to indemnification and undertaking of defense of such other parties), prejudice Indemnified Party in any manner, TenantRed Lion, at its sole cost and expense, shall have the right by counsel reasonably satisfactory to the Indemnified indemnified Party, to contest, resist and defend any claim, action or proceeding with respect to which it shall have received the Notice described in the preceding sentence; provided, however, that Tenant Red Lion may not compromise or otherwise dispose of the same without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed so long as the Indemnified Party receives a full release with respect to the claim, action or proceeding. If an Event of Default exists, or, in Indemnified Party's ’s judgment, representation by counsel selected by Tenant Red Lion will prejudice Indemnified Party in any manner, such Indemnified Party party shall have the right to retain its own counsel and defend such action. If Tenant Red Lion shall have assumed responsibility for such contest and defense, Tenant Red Lion shall not be obligated to pay any attorneys' ’ fees or other legal costs incurred by or on behalf of the Indemnified Party party unless an Event of Default exists. Notwithstanding the foregoing, each Indemnified Party party shall, at Tenant's Red Lion’s request and expense, cooperate with TenantRed Lion, at no cost or expense to the Indemnified Partyparty, in the defense of any such claim, action action, or proceeding.

Defense of Indemnified Parties. Promptly after receipt by an ------------------------------ Indemnified Party of notice Notice of the commencement or assertion against it of any claim, action or proceeding, such Indemnified Party shall, if a claim in respect thereof is to be made against Tenant under this Article VIIIEight, notify Tenant thereof; but the omission so to notify Tenant shall not relieve Tenant from any liability which it may have to such Indemnified Party under this Article VIII Eight except to the extent that Tenant shall have been prejudiced by such failure. As long as no Event of Default exists and provided that representation by counsel selected by Tenant will not, in Indemnified Party's reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation such Indemnified Party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of indemnification and undertaking of defense of such other parties)judgment, prejudice Indemnified Party in any manner, Tenant, at its sole cost and expense, shall have the right by counsel reasonably satisfactory to the Indemnified Party, to contest, resist and defend any claim, action or proceeding with respect to which it shall have received the Notice described in the preceding sentence; provided, however, that Tenant may not compromise or otherwise dispose of the same without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed so long as the Indemnified Party receives a full release with respect to the claim, action or proceeding. If an Event of Default exists, or, in Indemnified Party's judgment, representation by counsel selected by Tenant will prejudice Indemnified Party in any manner, such Indemnified Party shall have the right to retain its own counsel and defend such action. If Tenant shall have assumed responsibility for such contest and defense, Tenant shall not be obligated to pay any attorneys' fees or other legal costs incurred by or on behalf of the Indemnified Party unless an Event of Default exists. Notwithstanding the foregoing, each Indemnified Party shall, at Tenant's request and expense, cooperate with Tenant, at no cost or expense to the Indemnified Party, in the defense of any such claim, action or proceeding.

Defense of Indemnified Parties. Promptly after receipt by an ------------------------------ Indemnified Party of notice of the commencement or assertion against it of any claim, action action, or proceedingproceeding covered under Section 5, such Indemnified Party shall, if a claim in respect thereof is to be made against Tenant Red Lion under this Article VIIISection 6, notify Tenant Red Lion thereof; but the omission so to notify Tenant Red Lion shall not relieve Tenant Red Lion from any liability which it may have to such Indemnified Party under this Article VIII Section 6, except to the extent that Tenant Red Lion shall have been prejudiced by such failure. As long as no Event of Default exists and provided Provided that representation by counsel selected by Tenant Red Lion will not, in Indemnified Party's ’s reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation obligations such Indemnified Party party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of to indemnification and undertaking of defense of such other parties), prejudice Indemnified Party in any manner, TenantRed Lion, at its sole cost and expense, shall have the right by counsel reasonably satisfactory to the Indemnified indemnified Party, to contest, resist and defend any claim, action or proceeding with respect to which it shall have received the Notice described in the preceding sentence; provided, however, that Tenant Red Lion may not compromise or otherwise dispose of the same without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed so long as the Indemnified Party receives a full release with respect to the claim, action or proceeding. If an Event of Default exists, or, in Indemnified Party's ’s judgment, representation by counsel selected by Tenant Red Lion will prejudice Indemnified Party in any manner, such Indemnified Party party shall have the right to retain its own counsel and defend such action. If Tenant Red Lion shall have assumed responsibility for such contest and defense, Tenant Red Lion shall not be obligated to pay any attorneys' ’ fees or other legal costs incurred by or on behalf of the Indemnified Party unless an Event of Default existsParty. Notwithstanding the foregoing, each Indemnified Party shall, at Tenant's Red Lion’s request and expense, cooperate with TenantRed Lion, at no cost or expense to the Indemnified Partyparty, in the defense of any such claim, action or proceeding.

Defense of Indemnified Parties. Promptly after receipt by If an ------------------------------ Indemnified Interested Party notifies Specialty Laboratories of notice any claim or proceeding included in, or any investigation or allegation concerning, Losses for which Specialty Laboratories is responsible pursuant to this subparagraph 2(F), Specialty Laboratories shall assume on behalf of the commencement or assertion against it of any claim, action or proceeding, such Indemnified Interested Party shall, if a claim and conduct with due diligence and in respect good faith the investigation and defense thereof is to be made against Tenant under this Article VIII, notify Tenant thereof; but and the omission so to notify Tenant shall not relieve Tenant from any liability which it may have to such Indemnified Party under this Article VIII except to the extent that Tenant shall have been prejudiced by such failure. As long as no Event of Default exists and provided that representation by response thereto with counsel selected by Tenant will notSpecialty Laboratories, in Indemnified Party's reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation such Indemnified Party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of indemnification and undertaking of defense of such other parties), prejudice Indemnified Party in any manner, Tenant, at its sole cost and expense, shall have the right by counsel but reasonably satisfactory to the Indemnified Interested Party, to contest, resist and defend any claim, action or proceeding with respect to which it shall have received the Notice described in the preceding sentence; provided, however, that Tenant may not compromise or otherwise dispose of the same without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed so long as the Indemnified Party receives a full release with respect to the claim, action or proceeding. If an Event of Default exists, or, in Indemnified Party's judgment, representation by counsel selected by Tenant will prejudice Indemnified Party in any manner, such Indemnified Interested Party shall have the right to retain be represented by advisory counsel of its own selection and at its own expense; and provided further, that if any such claim, proceeding, investigation or allegation involves both Specialty Laboratories and the Interested Party and the Interested Party shall have reasonably concluded that there are legal defenses available to it which are inconsistent with those available to Specialty Laboratories, then the Interested Party shall have the right to select separate counsel to participate in the investigation and defend defense of and response to such actionclaim, proceeding, investigation or allegation on its own behalf, and Specialty Laboratories shall pay or reimburse the Interested Party for all Attorney's Fees incurred by the Interested Party because of the selection of such separate counsel. If Tenant shall have assumed responsibility for such Specialty Laboratories fails to assume promptly (and in any event within fifteen days after being notified of the applicable claim, proceeding, investigation or allegation) the defense of the Interested Party, then the Interested Party may contest and defense(or settle, Tenant shall with the prior consent of Specialty Laboratories, which consent will not be obligated to pay unreasonably withheld) the claim, proceeding, investigation or allegation at Specialty Laboratories' expense using counsel selected by the Interested Party. Moreover, if any attorneys' fees such failure by Specialty Laboratories continues for thirty days or other legal costs incurred by or on behalf of the Indemnified Party unless an Event of Default exists. Notwithstanding the foregoing, each Indemnified Party shall, at Tenant's request and expense, cooperate with Tenant, at no cost or expense to the Indemnified Party, in the defense more after Specialty Laboratories is notified of any such claim, action proceeding, investigation or allegation, then the Interested Party may provide an additional notice of its rights to contest or settle pursuant to this subparagraph. And if such failure continues for yet another thirty days after such additional notice is given, then the Interested Party may elect not to contest or continue contesting such claim, proceeding, investigation or allegation and instead, in accordance with the written advice of counsel, settle (or pay in full) any or all claims against the Interested Party related thereto without Specialty Laboratories' consent and without releasing Specialty Laboratories from any obligations to the Interested Party under this subparagraph 2(F). The right to settle as described in the preceding sentence, however, shall not be construed as authorization to bind Specialty Laboratories itself to any admission of liability or responsibility or to any settlement agreement or other contract made with a third party claimant. Further, it is understood that no Interested Party shall bind or purport to bind Specialty Laboratories to any such admission or settlement agreement or other contract.