Reservation of Right to Defend. District reserves the right to defend any enforcement action brought against the District for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the District for the costs (including the District’s attorney’s fees) associated with, any settlement reached between the District and the relevant enforcement entity.
Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity.
Reservation of Right to Defend. If either SunTrust, on the one hand, or FMC or FMER, on the other hand, as an Indemnified Party, reasonably determines that the Indemnifying Party has failed to diligently assume and maintain a prompt and vigorous defense of any claim to which Indemnified Party is entitled to indemnification hereunder and with respect to which the conditions set forth in Section 16.4 have been satisfied, either SunTrust, on the one hand, or FMC or FMER, on the other hand, as an Indemnified Party, may, at its own expense, option and discretion, assume sole control of the defense of any claim and all related settlement negotiations with counsel of its own choosing and without waiving any other rights to indemnification. If SunTrust or FMC and/or FMER, as applicable, provides sufficient evidence to support its right to defend pursuant to this Section, the Indemnifying Party will pay all costs and expenses (including reasonable attorneys’ fees) incurred by such Indemnified Party in such defense. Notwithstanding anything to the contrary in the foregoing, SunTrust or FMC and/or FMER, as applicable, will not accept any settlement on behalf of the Indemnifying Party that results in an admission of liability by the Indemnifying Party without the Indemnifying Party’s express written consent.
Reservation of Right to Defend. Agency reserves the right to defend any enforcement action brought against the Agency for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Agency for the costs (including the Agency’s attorney’s fees) associated with, any settlement reached between the Agency and the relevant enforcement entity.
Reservation of Right to Defend. If the Indemnified Party reasonably determines that the Indemnifying Party has failed to diligently assume and maintain a prompt and vigorous defense of any claim, the Indemnified Party may, at its own expense, option, and discretion, assume sole control of the defense of any claim and all related settlement negotiations with counsel of its own choosing and without waiving any other rights to indemnification. If the Indemnified Party provides sufficient evidence to support its right to defend pursuant to this Section, the Indemnifying Party will pay all costs and expenses (including reasonable attorneys' fees) incurred by the Indemnified Party in the defense. Notwithstanding anything to the contrary in the foregoing, the Indemnified Party will not agree to any settlement on behalf of the Indemnifying Party without the Indemnifying Party's express written consent, which consent will not be unreasonably withheld or delayed.
Reservation of Right to Defend. The Parties hereby amend Section 16.5 of the Agreement by deleting it in its entirety and inserting the following in replacement thereof:
Reservation of Right to Defend. If an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect the Indemnified Person or its Affiliates other than as monetary damages (e.g., loss, revocation, denial, restriction or limitation of any permit, license, accreditation or registration), the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle the Third-Party Claim. In such event, the Indemnifying Person will not be obligated to pay the attorneys fees and costs of the Indemnified Person and will not be bound by (i) any determination of any Third-Party Claim so defended for the purposes of this Agreement or (ii) any compromise or settlement effected without its consent, which may not be unreasonably withheld.
Reservation of Right to Defend. MCDH reserves the right to defend any enforcement action brought against the MCDH for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the MCDH for the costs (including the MCDH’s attorney’s fees) associated with, any settlement reached between the MCDH and the relevant enforcement entity.
