Common use of Participation in Defense Clause in Contracts

Participation in Defense. The indemnifying party in each of the Section 10.01 and Section 10.02 above shall be entitled to participate at that indemnifying party’s own expense in the defense, or, at that indemnifying party’s option and that indemnifying party’s own expense, to exercise sole control and authority over the defense and settlement of said action. If the indemnifying party elects to exercise sole control authority over the defense and settlement, said defense shall be conducted by counsel chosen by that indemnifying party and shall be reasonably satisfactory to the applicable indemnified party in said action, and who shall not, except with the consent of the applicable indemnified party, be counsel to the indemnifying party. If the indemnifying party assumes the defense of any said suit and retains counsel, the indemnified party shall bear the fees and expenses of any additional counsel that that indemnifying party retains. If the indemnifying party does not assume the defense of said suit, or if the indemnified party has been advised by counsel that that indemnifying party may have available defenses or claims that are not available to or conflict with those available to indemnifying party, the indemnifying party shall advance reasonable fees for and reimburse the indemnified party for the reasonable fees and expenses of the counsel that said indemnified party retains. The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm to the indemnified party, in each case, without the prior written consent of the indemnified party. In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of that indemnified party’s own willful misfeasance, bad faith, or gross negligence in the performance of that indemnified party’s duties or by reason of that indemnified party’s reckless disregard of that indemnified party’s obligations and duties under this Agreement, or (ii) is the indemnifying party to be liable under this Section 10 with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification (i.e., within 30 days) giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). Failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified party against whom said action is brought, on account of this Section 10, unless failure or delay to so notify the indemnifying party materially prejudices the indemnifying party.

Participation in Defense. The indemnifying party in each of If a Third Party Claim is made against an Indemnitee, the Section 10.01 and Section 10.02 above Indemnitor shall be entitled to participate at that indemnifying party’s own expense in the defensedefense thereof and, or, at that indemnifying party’s option if it so chooses and that indemnifying party’s own expenseacknowledges its obligation to indemnify the Indemnitee therefor, to exercise sole assume and control and authority over the defense thereof with counsel selected by the Indemnitor and settlement of said action. If the indemnifying party elects to exercise sole control authority over the defense and settlement, said defense shall be conducted by counsel chosen by that indemnifying party and shall be reasonably satisfactory to the applicable indemnified party Indemnitee. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor shall not be liable to the Indemnitee for legal expenses subsequently incurred by the Indemnitee in said action, and who shall notconnection with the defense thereof, except with the consent of the applicable indemnified party, be counsel to the indemnifying partyextent that the Indemnitee is entitled to indemnification against such expenses pursuant to this Article 15. If the indemnifying party Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense of any said suit thereof and retains to employ counsel, at its own expense, separate from the indemnified party counsel employed by the Indemnitor; provided, however, that the Indemnitor shall, except as otherwise provided in this Section 15.5, control such defense. The Indemnitor shall bear be liable for the fees and expenses of counsel employed by the Indemnitee for any additional counsel that that indemnifying party retainsperiod during which the Indemnitor has not assumed the defense thereof or fails to continue to defend against thereof. If the indemnifying party does Indemnitor chooses to defend any Third Party Claim as set forth in the first sentence of this Section 15.5.2, 185 the Indemnitor shall notify the Indemnitee of the agreement of the Indemnitor to do so; provided, that: (a) the Indemnitor shall keep the Indemnitee advised of all material events with respect to such Third Party Claim; and (b) the Indemnitor shall obtain the prior written approval of the Indemnitee before ceasing to defend against such Third Party Claim or entering into any settlement, adjustment or compromise of such Third Party Claim involving injunctive or similar equitable relief being asserted against any Indemnitee or any of its Affiliates (which approval shall not assume the defense of said suitbe unreasonably withheld, conditioned or delayed). The Indemnitee shall not admit any liability with respect to, or if settle, compromise or discharge, such Third Party Claim without the indemnified party has been advised by counsel that that indemnifying party may have available defenses Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or claims that are not available to or conflict with those available to indemnifying party, the indemnifying party shall advance reasonable fees for and reimburse the indemnified party for the reasonable fees and expenses of the counsel that said indemnified party retainsdelayed). The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm to the indemnified party, in each caseNo Indemnitor will, without the prior written consent of each Indemnitee, settle or compromise or consent to the indemnified party. In no case entry of any judgment in any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (i) whether or not any such Indemnitee is the indemnification provided by an indemnifying a party to be deemed such action), unless such settlement, compromise or consent by its terms obligates the Indemnitor to protect against any liability pay the indemnified party would otherwise be subject to by reason of that indemnified party’s own willful misfeasance, bad faith, or gross negligence in the performance of that indemnified party’s duties or by reason of that indemnified party’s reckless disregard of that indemnified party’s obligations and duties under this Agreement, or (ii) is the indemnifying party to be liable under this Section 10 with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party in writing full amount of the claim within a reasonable time after the summons or other first written notification (i.e., within 30 days) giving information liability in connection with such Third Party Claim and includes an unconditional release of the nature all such Indemnified Parties from all liability arising out of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). Failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified party against whom said action is brought, on account of this Section 10, unless failure or delay to so notify the indemnifying party materially prejudices the indemnifying partysuch Third Party Claim.

Participation in Defense. The indemnifying party in each of the Section 10.01 and Section 10.02 above shall be entitled to participate at that indemnifying party’s own expense in the defense, or, at that indemnifying party’s option and that indemnifying party’s own expense, to exercise sole control and authority over the defense and settlement of said action. If the indemnifying party elects to exercise sole control authority over the defense and settlement, said defense shall be conducted by counsel chosen by that indemnifying party and shall be reasonably satisfactory to the applicable indemnified party in said action, and who shall not, except with the consent of the applicable indemnified party, be counsel to the indemnifying party. If the indemnifying party assumes the defense of any said such suit and retains counsel, the indemnified party shall bear the fees and expenses of any additional counsel that that indemnifying party retains. If the indemnifying party does not assume the defense of said suit, or if the indemnified party has been advised by counsel that that indemnifying party may have available defenses or claims that are not available to or conflict with those available to indemnifying party, the indemnifying party shall advance reasonable fees for and reimburse the indemnified party for the reasonable fees and expenses of the counsel that said indemnified party retains. The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm to the indemnified party, in each case, without the prior written consent of the indemnified party. In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of that indemnified party’s own willful misfeasance, bad faith, faith or gross negligence in the performance of that indemnified party’s duties or by reason of that indemnified party’s reckless disregard of that indemnified party’s obligations and duties under this Agreement, or (ii) is the indemnifying party to be liable under this Section 10 with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification (i.e., within 30 days) giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). Failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified party against whom said action is brought, on account of this Section 10Section, unless failure or delay to so notify the indemnifying party materially prejudices the indemnifying party’s ability to defend against said claim.

Participation in Defense. The Promptly after receipt of notice of any claim or the commencement of any action in respect to which indemnity may be sought on account of the indemnity agreements contained in this Section, the indemnified party will notify the indemnifying party in each writing thereof. In case any claim shall be asserted against an indemnified party and it shall notify the indemnifying party of the Section 10.01 and Section 10.02 above shall commencement thereof, the indemnifying party will be entitled to participate at therein and, to the extent that indemnifying party’s own expense in it may wish, to assume the defense, or, at that indemnifying party’s option and that indemnifying party’s own expense, to exercise sole control and authority over the defense and settlement of said action. If the indemnifying party elects to exercise sole control authority over the defense and settlement, said defense shall be conducted by counsel chosen by that indemnifying party and shall be reasonably satisfactory to the applicable indemnified party in said action, and who shall not, except with the consent of the applicable indemnified party, be counsel to the indemnifying party. If the indemnifying party assumes the defense of any said suit and retains counsel, the indemnified party shall bear the fees and expenses of any additional counsel that that indemnifying party retains. If the indemnifying party does not assume the defense of said suitconduct, or if the indemnified party has been advised by settlement thereof, with counsel that that indemnifying party may have available defenses or claims that are not available to or conflict with those available to indemnifying party, the indemnifying party shall advance reasonable fees for and reimburse the indemnified party for the reasonable fees and expenses of the counsel that said indemnified party retains. The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm satisfactory to the indemnified party, in each case, without the prior written consent of the indemnified party. In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of that indemnified party’s own willful misfeasance, bad faith, or gross negligence in the performance of that indemnified party’s duties or by reason of that indemnified party’s reckless disregard of that indemnified party’s obligations and duties under this Agreement, or (ii) is after notice from the indemnifying party to be liable under this Section 10 with respect to any claim made against any indemnified party unless the indemnified party notifies of its election to so assume the defense, conduct, or settlement thereof, the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification (i.e., within 30 days) giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). Failure to notify the indemnifying party of any claim shall will not relieve the indemnifying party from any liability that the indemnifying party may have be liable to the indemnified party against whom said action is brought, on account of under this Section 10for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense, unless failure conduct, or delay to so notify settlement thereof. Notwithstanding an election by the indemnifying party materially prejudices to assume the defense, conduct, or settlement of any claim subject to indemnification hereunder, if the indemnified party reasonably determines that its interests may be adverse to, or in conflict with, those of the indemnifying party, it may elect, at its own expense, to retain or continue to retain its own counsel to participate in the defense, conduct, or settlement of such claim. The indemnified party will cooperate with the indemnifying party without charge in connection with any such claim, make personnel books and records relevant to the claim available to the indemnifying party, and grant such authorizations or powers of attorney to the agents, representatives, and counsel of the indemnifying party as such indemnifying party may reasonably consider desirable in connection with the defense of any such claim.

Participation in Defense. The Promptly after receipt of notice of any claim or the commencement of any action in respect to which indemnity may be sought on account of the indemnity agreements contained in this Section 10.0, the indemnified party will notify the indemnifying party in each writing thereof. In case any claim shall be asserted against an indemnified party and it shall notify the indemnifying party of the Section 10.01 and Section 10.02 above shall commencement thereof, the indemnifying party will be entitled to participate at therein and, to the extent that indemnifying party’s own expense in it may wish, to assume the defense, or, at that indemnifying party’s option and that indemnifying party’s own expense, to exercise sole control and authority over the defense and settlement of said action. If the indemnifying party elects to exercise sole control authority over the defense and settlement, said defense shall be conducted by counsel chosen by that indemnifying party and shall be reasonably satisfactory to the applicable indemnified party in said action, and who shall not, except with the consent of the applicable indemnified party, be counsel to the indemnifying party. If the indemnifying party assumes the defense of any said suit and retains counsel, the indemnified party shall bear the fees and expenses of any additional counsel that that indemnifying party retains. If the indemnifying party does not assume the defense of said suitconduct, or if the indemnified party has been advised by settlement thereof, with counsel that that indemnifying party may have available defenses or claims that are not available to or conflict with those available to indemnifying party, the indemnifying party shall advance reasonable fees for and reimburse the indemnified party for the reasonable fees and expenses of the counsel that said indemnified party retains. The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm satisfactory to the indemnified party, in each case, without the prior written consent of the indemnified party. In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of that indemnified party’s own willful misfeasance, bad faith, or gross negligence in the performance of that indemnified party’s duties or by reason of that indemnified party’s reckless disregard of that indemnified party’s obligations and duties under this Agreement, or (ii) is after notice from the indemnifying party to be liable under this Section 10 with respect to any claim made against any indemnified party unless the indemnified party notifies of its election to so assume the defense, conduct, or settlement thereof, the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification (i.e., within 30 days) giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). Failure to notify the indemnifying party of any claim shall will not relieve the indemnifying party from any liability that the indemnifying party may have be liable to the indemnified party against whom said action is brought, on account of under this Section 1010.0 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense, unless failure conduct, or delay to so notify settlement thereof. Notwithstanding an election by the indemnifying party materially prejudices to assume the defense, conduct, or settlement of any claim subject to indemnification hereunder, if the indemnified party reasonably determines that its interests may be adverse to, or in conflict with, those of the indemnifying party, it may elect, at its own expense, to retain or continue to retain its own counsel to participate in the defense, conduct, or settlement of such claim. The indemnified party will cooperate with the indemnifying party without charge in connection with any such claim, make personnel books and records relevant to the claim available to the indemnifying party, and grant such authorizations or powers of attorney to the agents, representatives, and counsel of the indemnifying party as such indemnifying party may reasonably consider desirable in connection with the defense of any such claim.