Common use of Obligation to Defend Clause in Contracts

Obligation to Defend. Each Party on reasonable grounds shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice for that purpose) any claim, action, suit or proceeding by any third party brought against it, with respect to which the Party is entitled to be indemnified pursuant to this Paragraph 12, with the Party’s reasonable costs and expenses of such action subject to said indemnity. The indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, if it (a) gives notice of its intention to do so to the Party entitled to indemnification, b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Paragraph 12, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld.

Obligation to Defend. Each Party on reasonable grounds shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice for that purposein connection therewith) any claim, action, suit or proceeding by any third party brought against it, with respect to which the Party it is entitled to be indemnified pursuant to this Paragraph Clause 12, with the Party’s e reasonable costs and expenses of such action thereof shall be subject to the said indemnity. The ; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, choice if it (a) gives notice of its intention to do so to the Party entitled to indemnification, (b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Paragraph Clause 12, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of the indemnifying that Party, which consent shall not be unreasonably withheldconditioned, withheld or delayed.