Defense of Third Party Claim. (1) If any legal proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party (each a "THIRD PARTY CLAIM"), then the Indemnifying Party shall have the right, after receipt of the Indemnified Party's notice under Section 8.8 and upon giving notice to the Indemnified Party within five calendar days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:
Defense of Third Party Claim. If the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against any third-party claim, then the Indemnifying Party may assume such defense upon delivery to the Indemnified Party of a written agreement acknowledging that (i) the Indemnified Party is entitled to indemnification for all Damages arising out of such claim and (ii) the Indemnifying Party shall satisfy its obligations to make such indemnity on an as-incurred basis as provided in this Section 7.4; provided however, (i) the Indemnifying Party's counsel must be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall thereafter keep the Indemnified Party informed on a reasonable basis of the status of such claim. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ such counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If, however, the Indemnified Party reasonably determines in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel reasonably satisfactory to the Indemnifying Party and its counsel to represent or defend it in any such claim and the Indemnifying Party shall pay the reasonable counsel fees and disbursements of such separate counsel. Notwithstanding anything contained herein to the contrary, to the extent either the Indemnifying Party or the Indemnified Party has insurance coverage that covers defense costs, such insurance shall pay the defense costs of such third-party's claim. The Indemnifying Party and the Indemnified Party shall give each other and their respective counsel access, during normal business hours, to relevant business records and other documents, and shall permit them to consult with their respective agents and employees regarding the defense of any third-party claim (including using reasonable efforts to make such persons available for depositions or other discovery practice).
Defense of Third Party Claim. The Indemnifier may participate in or assume the defense of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 days after receiving notice of that Third Party Claim (the “Notice Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other Party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming each defense. The Indemnified Party shall co-operate in good faith in the defense of each Third Party Claim, even if the defense has been assumed by the Indemnifier and may participate in such defense assisted by counsel of its own choice at its own expense. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defense of such Third Party Claim, the Indemnified Party may assume such defense, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim.
Defense of Third Party Claim. If a Third Party Claim is made, the Indemnifying Party shall be entitled to participate in the defense thereof. If within ninety (90) days of the date notice is delivered to the Indemnifying Party with respect to such Third Party Claim, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Damages that may result from a Third Party Claim the Indemnifying Party also may assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, provided that to the extent the Indemnifying Party fails to acknowledge its obligation to indemnify the Indemnified Party within the time frame specified above, then the Indemnified Party immediately shall have the right to assume or re-assume the defense of such Third Party Claim. Subject to the foregoing, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except to the extent the Indemnified Party reasonably determines there are defenses that are reasonably likely to conflict with the defenses being asserted by the Indemnifying Party.
Defense of Third Party Claim. If the indemnifying party does not assume the defense of any claim by a third party or litigation resulting therefrom, the indemnified party may, but shall have no obligation to, defend against such claim or litigation in any matter that it may deem appropriate and, unless the indemnifying party shall deposit with the indemnified party a sum equivalent to the total amount demanded in such claim or litigation plus the indemnified party's estimate of the cost of defending the same, the indemnified party may settle such claim or litigation on such terms as it may deem appropriate and the indemnifying party shall promptly reimburse the indemnified party for the amount of such settlement and for all losses or expenses, legal or otherwise, incurred by the indemnified party in connection with the defense against or settlement of such claim or litigation.
Defense of Third Party Claim. If the indemnifying party shall not assume the defense of any such claim by a third party or litigation resulting therefrom, the indemnified party may defend against such claim or litigation in such manner as it may deem appropriate and, unless the indemnifying party shall deposit with the indemnified party a sum equivalent to the total amount demanded in such claim or litigation plus the indemnified party's estimate of the cost of defending the same, the indemnified party may settle such claim or litigation on such terms as it may deem appropriate and the indemnifying party shall within thirty (30) days of Notice from the indemnified party reimburse the indemnified party for the amount of such settlement and for all losses or expenses, legal or otherwise, incurred by the indemnified party in connection with the defense against or settlement of such claim or litigation.
Defense of Third Party Claim. (a) If any legal proceeding shall be instituted or any Claim or demand shall be asserted by a third party against the Indemnified Party (each a "Third Party Claim"), then the Indemnifying Party shall have the right, after receipt of the Indemnification Notice under Section 12.5 and upon giving notice to the Indemnified Party within fifteen (15) days of such receipt, to participate in the investigation and defense of the Third Party Claim and may also elect to assume the investigation and defense of the Third Party Claim.
Defense of Third Party Claim. If a claim (an “Indemnity Claim”) is made by a third party against a Party (the “Indemnified Party”) in respect of which another Party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, including claims made pursuant to Sections 8.5, 8.6 and 8.7 above, then the following provisions will apply.
Defense of Third Party Claim. The indemnifying party shall have the right to conduct and control, at its expense and through counsel of its own choosing, the defense of any Third-Party Claim, action or suit, but the indemnified party may, at its election, participate in the defense of such claim, action or suit at its sole cost and expense; provided that if (a) the indemnifying party shall fail to defend any such claim, action or suit, (b) the indemnifying party and indemnified party mutually agree or (c) the named parties to such claim, action or suit (including any impeded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party may defend, through counsel of its own choosing, such claim, action or suit and settle such claim, action or suit, and recover from the indemnifying party the amount of any settlement to which the indemnifying party consents or of any resulting judgment and the costs and expenses of such defense, provided that the indemnified party shall not compromise or settle any third-party claim, action or suit without the prior written consent of the indemnifying party, which consent will not be unreasonably withheld, continued or delayed.
Defense of Third Party Claim. Parking Company, Operator, and/or Guarantor may participate in or assume the defense of any Third-Party Claim by giving notice to that effect to Metro not later than Thirty (30) Days after receiving notice of that Third-Party Claim (the “Notice Period”). Parking Company’s, Operator's, and Guarantor's right to do so shall be subject to the rights of any insurer or other Party who has potential liability in respect of that Third-Party Claim. Parking Company, Operator, and Guarantor each agrees to pay all of its own expenses of participating in or assuming each defense. Metro shall cooperate in good faith in the defense of each Third-Party Claim, even if the defense has been assumed by Parking Company, Operator, and/or Guarantor and may participate in such defense assisted by counsel of its own choice at its own expense. If Metro has not received notice within the Notice Period that Parking Company, Operator, and/or Guarantor has elected to assume the defense of such Third-Party Claim, Metro may assume such defense, assisted by counsel of its own choosing and Operator and/or Guarantor shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by Metro with respect to such Third-Party Claim.
