Common use of Opportunity to Defend Clause in Contracts

Opportunity to Defend. Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnitor elects to compromise or defend such Asserted Liability, it shall within fifteen (15) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnitor in the compromise of, or defense against, such Asserted Liability. The Indemnitee may participate at its own expense, in the defense of such Asserted Liability. If Indemnitor elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided, contests its obligations to indemnify under this Agreement, or at any time fails to pursue in good faith the resolution of any Asserted Liability, in the opinion of Indemnitee, then Indemnitee may, upon ten days' notice to Indemnitor pay, compromise or defend any such Asserted Liability. If the Indemnitor chooses to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.

Opportunity to Defend. Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnitor elects to compromise or defend such Asserted Liability, it shall within fifteen (15) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnitor in the compromise of, or defense against, such Asserted Liability. The Indemnitee may participate at its own expense, in the defense of such Asserted Liability. If Indemnitor elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided, contests its obligations to indemnify under this Agreement, or at any time fails to pursue in good faith the resolution of any Asserted Liability, in the opinion of Indemnitee, then Indemnitee may, upon ten days' notice to Indemnitor pay, compromise or defend any such Asserted Liability. If the Indemnitor chooses choose to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.

Opportunity to Defend. Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnitor elects to compromise or defend such Asserted Liability, it shall within fifteen (15) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnitor in the compromise of, or defense against, such Asserted Liability. The Indemnitee may participate at its own expense, in the defense of such Asserted Liability. If Indemnitor elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided, contests its obligations to indemnify under this Agreement, or at any time fails to pursue in good faith the resolution of any Asserted Liability, in the opinion of Indemnitee, then Indemnitee may, upon ten (10) days' notice to Indemnitor pay, compromise or defend any such Asserted Liability. If the Indemnitor chooses choose to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.

Opportunity to Defend. Indemnitor Buyer may elect to compromise or defend, at its their own expense and by its his own counsel, any Asserted Liability. If the Indemnitor Buyer elects to compromise or defend such Asserted Liability, it he shall within fifteen thirty (1530) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee Seller of its his intent to do so, and the Indemnitee Seller shall cooperate, at the expense of the Indemnitor Buyer, in the compromise of, or defense against, such Asserted Liability. The Indemnitee Seller may elect to participate at its own expense, in the defense of such Asserted Liability. If Indemnitor Buyer elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee Seller of its his election as herein provided, contests its his obligations to indemnify under this Agreement, or at any time fails to pursue in good faith the resolution of any Asserted Liability, in the sole opinion of IndemniteeSeller, then Indemnitee Seller may, upon ten days' thirty (30) days notice to Indemnitor Buyer pay, compromise or defend any such Asserted Liability. Buyer shall then promptly reimburse the Seller for all amounts paid in connection with such Loss. If the Indemnitor chooses Buyer choose to defend any claim, the Indemnitee Seller shall make available to the Indemnitor Buyer any books, records or other documents or personnel within its control that are necessary or appropriate for such defense.