Obligation to Control Defense Clause Samples

Obligation to Control Defense. In the event that the Indemnifying Party fails or elects not to assume the defense of any Third Party Claim that such Indemnifying Party had the right to assume under Section 9.5(b) above, the Indemnified Party shall have the right to undertake the defense and, if undertaken, shall conduct the defense actively and diligently, but such defense shall be at the expense of the Indemnifying Party. If the Indemnified Party undertakes the defense of such Third Party Claim, then the Indemnified Party shall not compromise or settle such Third Party Claim, or consent to entry of any judgment in respect thereof, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.