Common use of Right to Contest and Defend Clause in Contracts

Right to Contest and Defend. (a) The indemnifying Party shall be entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for which it is required to indemnify the indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party to the indemnified Party within 30 days from the date of receipt by the indemnifying Party of notice by the indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party or the indemnified Party as may be appropriate. Such contest shall be conducted by counsel employed by the indemnifying Party, but the indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnifying Party assumes the defense of a Third Party Claim, the indemnifying Party shall have full control of such defense and proceeding, including any compromise or settlement thereof; provided that the indemnifying Party shall not agree to a compromise or settlement that does not include a complete release of the indemnified Party from all liability will respect to such Third Party Claim or that imposes any liability or obligation on the indemnified Party without the consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Indemnifying Party shall be entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for with respect to which it is required called upon to indemnify the indemnified Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Indemnifying Party to the indemnified Indemnified Party within 30 as soon as reasonably possible after (but no later than twenty [20] days from from) the date of receipt by the indemnifying Indemnifying Party of notice by the indemnified Indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Indemnifying Party or the indemnified Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Indemnifying Party, but the indemnified Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnifying Party assumes the defense of a Third Party Claim, the indemnifying The Indemnifying Party shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; PROVIDED, including any compromise or settlement thereof; provided HOWEVER, that the indemnifying Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation whatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expense (for which the Indemnified Party shall not agree to a compromise or settlement that be reimbursed). If the Indemnifying Party does not include a complete release of elect to contest any such Claim, the indemnified Indemnifying Party from all liability will shall be bound by the result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Party party shall be entitled, entitled at its cost and expense, expense to contest and defend by all appropriate legal proceedings any Third Party Claim for with respect to which it is required called upon to indemnify the indemnified Party party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party party to the indemnified Party party within 30 twenty (20) days from the date of receipt by the indemnifying Party party of notice by the indemnified Party party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party party or the indemnified Party party as may be appropriate. Such contest shall be conducted by qualified counsel employed by the indemnifying Party, but party and reasonably acceptable to the indemnified Party party, and the indemnified party shall also have the right (but not the obligation obligation) to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnified party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement (i) involves only the payment of money damages, all of which are paid from the Escrow Account or by HEP, (ii) expressly and unconditionally releases the indemnified party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim and (iii) does not impose an injunction or other equitable relief upon the indemnified party, in which case no consent will be required. If the indemnifying Party assumes the defense of a party does not elect to contest any such Third Party Claim, the indemnifying Party party shall have full control of such defense and proceeding, including any compromise or settlement thereof; provided that be bound by the indemnifying Party shall not agree to a compromise or settlement that does not include a complete release of result obtained with respect thereto by the indemnified Party from all liability will respect to such Third Party Claim or that imposes any liability or obligation on the indemnified Party without the consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayedparty.

Right to Contest and Defend. (a) The indemnifying Party Indemnifying Person shall be entitled, at its cost and expense, upon admitting its obligation to indemnify the Indemnified Person, to contest and defend by all appropriate legal proceedings actions any Third Party Claim for which it is required to indemnify the indemnified Party under the provisions of this Agreement; Claim; provided, that notice of the intention to so contest shall be delivered by the indemnifying Party Indemnifying Person to the indemnified Party Indemnified Person within 30 days from the date of receipt by the indemnifying Party Indemnifying Person of notice by the indemnified Party Indemnified Person of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party Indemnifying Person or the indemnified Party Indemnified Person as may be appropriate. Such contest shall be conducted by counsel employed by the indemnifying PartyIndemnifying Person, but the indemnified Party Indemnified Person shall have the right but not the obligation obligation, to participate in such proceedings Action and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnifying Party Indemnifying Person assumes the defense of a Third Party Claim, the indemnifying Party Indemnifying Person shall have full control of such defense and proceedingAction, including any compromise or settlement thereof; provided thereof; provided, that the indemnifying Party Indemnifying Person shall not agree to a compromise or settlement that does not include a complete release of the indemnified Party Indemnified Person from all liability will Liability with respect to such Third Party Claim or that imposes any liability or obligation on the indemnified Party Indemnified Person without the consent of the indemnified PartyIndemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed.

Right to Contest and Defend. (a) The indemnifying Party party shall be entitled, at have the right to defend the indemnified party against a claim for indemnity if it acknowledges in writing its cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for which it is required obligations to indemnify the indemnified Party under party for such claim for indemnity. If the provisions of this Agreement; provided, indemnifying party notifies the indemnified party that notice the indemnifying party elects to assume the defense of the intention to so contest shall be delivered by claim for indemnity, then the indemnifying Party to the indemnified Party within 30 days from the date of receipt by the indemnifying Party of notice by the indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying Party or the indemnified Party as may be appropriate. Such contest shall be conducted by counsel employed by the indemnifying Party, but the indemnified Party party shall have the right but not the obligation to participate in defend such proceedings and to be represented claim for indemnity with counsel selected by counsel of its own choosing at its sole cost and expense. If the indemnifying Party assumes party (who shall be reasonably satisfactory to the defense indemnified party), by all appropriate proceedings, to a final conclusion or settled at the discretion of a Third Party Claimthe indemnifying party in accordance with this Section 7.6(a). In such circumstances, the indemnifying Party party shall defend any such claim for indemnity in good faith and have full control of such defense and proceedingproceedings, including any compromise or settlement thereof; provided provided, that the indemnifying Party party shall not agree to a compromise or enter into any settlement that does not include a complete release of the indemnified Party from all liability will respect to such Third Party Claim or that imposes any liability or obligation on the indemnified Party agreement without the written consent of the indemnified Party, party (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnified party may participate in, but not control, any defense or settlement of any claim for indemnity controlled by the indemnifying party pursuant to this Section 7.6(a), and the indemnified party shall bear its own costs and expenses with respect to such participation.

Right to Contest and Defend. (a) The indemnifying Indemnifying Party shall be entitledcontest and defend, at its sole cost and expense, to contest and defend by all appropriate legal proceedings any Third Party Claim for with respect to which it is required called upon to indemnify the indemnified Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying Indemnifying Party to the indemnified Indemnified Party within 30 as soon as reasonably possible after (but no later than twenty [20] days from from) the date of receipt by the indemnifying Indemnifying Party of notice by the indemnified Indemnified Party of the assertion of the Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying -13- Indemnifying Party or the indemnified Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the indemnifying Indemnifying Party, but the indemnified Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. If the indemnifying Party assumes the defense of a Third Party Claim, the indemnifying The Indemnifying Party shall have full control of such defense and proceedingauthority to determine all action to be taken with respect thereto; provided, including any compromise or settlement thereof; provided however, that the indemnifying Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation whatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expense (for which the Indemnified Party shall not agree to a compromise or settlement that be reimbursed). If the Indemnifying Party does not include a complete release of elect to contest any such Claim, the indemnified Indemnifying Party from all liability will shall be bound by the result obtained with respect to such Third Party Claim or that imposes any liability or obligation on thereto by the indemnified Party without the consent of the indemnified Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.