Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, assume the defense of any Third Person Assertion after receipt of a Notice of Claim or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty (20) days’ written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled as part of its damages to indemnification for the costs of such defense.
Appears in 7 contracts
Samples: Master Terms for Smartcompliance, Master Terms, Master Terms
Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, not assume the defense of any Third Person Assertion after receipt of a Notice of Claim in accordance with Section 9.4 hereof; or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty ten (2010) days’ ' written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Party Assertion. In such event, the Indemnified Party shall be entitled under this Section 9 as part of its damages to indemnification for the costs of such defense.
Appears in 3 contracts
Samples: Distribution and Marketing Agreement (Evergreen Solar Inc), Distribution and Marketing Agreement (Evergreen Solar Inc), Distribution and Marketing Agreement (Evergreen Solar Inc)
Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, not assume the defense of any Third Person Assertion after receipt of a Notice of Claim in accordance with Section 10.4 hereof; or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty ten (2010) days’ ' written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled under this Section 10 as part of its damages to indemnification for the costs of such defense.
Appears in 2 contracts
Samples: Services Agreement (Neoforma Com Inc), Public Marketplace License Agreement (Neoforma Com Inc)
Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, not assume the ----------------- defense of any Third Person Assertion after receipt of a Notice of Claim in accordance with this Article; or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty five (205) days’ days written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall will be entitled under this Article as part of its damages to indemnification for the costs of such defense.
Appears in 2 contracts
Samples: Strategic Business Agreement (Altavista Co), Strategic Business Agreement (Altavista Co)
Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, not assume the defense of any Third Person Assertion after receipt of a Notice of Claim in accordance with Section 3.4 hereof; or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, then upon twenty (20) days’ ten days written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled under this Section 3 as part of its damages to indemnification for the costs of such defense.
Appears in 2 contracts
Samples: Technology License Agreement (IQ Micro Inc.), Technology License Agreement (IQ Micro Inc.)
Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, assume the defense of any Third Person Assertion after receipt of a Notice of Claim or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty (20) days’ written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled as part of its damages to indemnification for the reasonable costs of such defense.
Appears in 2 contracts
Samples: Master Terms, trackx.com
Failure to Defend. If the Indemnifying Party (ai) does not, within the time limited, not assume the defense of any Third Person Assertion after receipt of a Notice of Claim Assertion; or (bii) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty ten (2010) days’ written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled under this Section 5.3 as part of its damages to indemnification for the costs of such defense.
Appears in 1 contract
Samples: Agreement (GTC Biotherapeutics Inc)
Failure to Defend. If the Indemnifying Party (a) does not, within the time limited, not assume the defense of any Third Person Assertion after receipt of a Notice of Claim in accordance with Section 7.4 hereof; or (b) having so assumed such defense, unreasonably fails to defend against such Third Person Assertion, then, upon twenty (20) days’ ' written notice to the Indemnifying Party, the Indemnified Party may assume the defense of such Third Person Assertion. In such event, the Indemnified Party shall be entitled under this Section 7 as part of its damages to indemnification for the costs of such defense.
Appears in 1 contract
