Common use of Right to Defend Clause in Contracts

Right to Defend. Promptly after receipt by an indemnified party under this Section 6 of Notice of the Commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6 deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party agrees in writing that it will be responsible for any costs, expenses, judgments, damages and losses incurred by the indemnified party with respect to such claim, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if counsel to the indemnified party reasonably believes that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding; provided, however, that the indemnifying party shall be responsible for one counsel. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability that it may have to any indemnified party otherwise than under this Agreement.

Right to Defend. Promptly after receipt Except as provided above with respect to the Excise Liability, if the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a SAC Indemnified Party or a Shareholder Indemnified Party (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to prompt notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interest of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice for purposes hereof, the Indemnified Party will not be considered materially prejudiced if any notice or demand or claim received by an indemnified party under this Section 6 of Notice of the Commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof Indemnified Party is to be made against any indemnifying party under this Section 6 deliver not promptly delivered to the indemnifying party a written notice of the commencement thereof and the indemnifying party agrees in writing that it will be responsible for any costs, expenses, judgments, damages and losses incurred by the indemnified party with respect to such claim, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesparty; provided, however, that if the defendants in any action shall include both the indemnifying parties and an indemnified party Indemnified Party, and the Indemnified Party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid reasonably concluded that counsel selected by the indemnifying party, if counsel parties has a conflict of interest because of the availability of different or additional defenses to the indemnified party reasonably believes that representation Indemnified Party than those available to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party claim and any other party represented by such counsel in such proceeding; provided, however, that the indemnifying party shall be responsible for one counsel. The failure to deliver written notice make available to the indemnifying party within a parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all reasonable time costs and expense of the commencement of any such action shall relieve such indemnifying party of any liability that said defense by separate counsel incurred by it may have to any indemnified party otherwise than under this Agreementin connection therewith.

Right to Defend. Promptly after receipt by an indemnified party If the facts giving rise to any claim for indemnification under this Section 6 of Notice of the Commencement of Article XIV shall involve any action actual claim or demand by any third person against a Buyer Indemnified Party or a Seller Indemnified Party (including any governmental actioncumulatively referred to hereinafter as an “Indemnified Party”), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6 deliver to the indemnifying party a shall be entitled to notice of and entitled to (without prejudice to the right of any Indemnified Party to participate at its own expense with counsel if its own choosing) defend or prosecute such claim at its own expense and through counsel of its own choosing if it gives written notice of its intention to do so no later than the commencement thereof and time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice. However, if the defendants in any action shall include both the indemnifying party agrees in writing and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that it will be responsible for any costs, expenses, judgments, damages and losses incurred counsel selected by the indemnified party with respect to such claim, jointly with any other indemnifying party similarly noticed, to assume has a conflict of interest because of the defense thereof with counsel mutually satisfactory availability of different or additional defenses to the parties; providedIndemnified Party, however, that an indemnified party the Indemnified Party shall have the right to retain select separate counsel to participate in the defense of such action on its own counselbehalf, with at the reasonable fees and expenses to be paid by expense of the indemnifying party, if counsel to . The Indemnified Party shall cooperate fully in the indemnified party reasonably believes that representation defense of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party claim and any other party represented by such counsel in such proceeding; provided, however, that the indemnifying party shall be responsible for one counsel. The failure to deliver written notice make available to the indemnifying party within a reasonable time of the commencement of any such action pertinent information under its control relating thereto, but shall relieve such indemnifying party of any liability that be entitled to be reimbursed, as provided in this Article XIV, for all costs and expenses incurred by it may have to any indemnified party otherwise than under this Agreementin connection therewith.

Right to Defend. Promptly after receipt by an indemnified party under this Section 6 of Notice of the Commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6 deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party agrees in writing that it will be responsible for any costs, expenses, judgments, damages and losses incurred by the indemnified party with respect to such claim, jointly with any other indemnifying party similarly noticed, to assume assilme the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if counsel to the indemnified party reasonably believes that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding; provided, however, that the indemnifying party shall be responsible for one counsel. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability that it may have to any indemnified party otherwise than under this Agreement.

Right to Defend. Promptly after receipt by an indemnified party under this Section 6 4, of Notice notice of the Commencement commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6 4 deliver to the indemnifying indemni~ing party a written notice of the commencement thereof and the indemnifying party shall the right to participate in and if the indemnifying party agrees in writing that it will be responsible for any costs, expenses, judgments, damages and losses incurred by the indemnified party with respect to such claim, jointly with any other indemnifying indemni~ing party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if counsel to the indemnified party reasonably believes that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding; provided, however, that the indemnifying party shall be responsible for one counsel. The failure to deliver written notice to the indemnifying indemnif~ing party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Agreement only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Agreement.

Right to Defend. Promptly after receipt by an indemnified party under this Section 6 8 of Notice notice of the Commencement commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6 8 deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party agrees shall have the right to participate in writing that it will be responsible for any costs, expenses, judgments, damages and losses incurred by the indemnified party with respect to such claim, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if counsel to the indemnified party reasonably believes that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding; provided, however, . It is understood that the indemnifying party Company shall not in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be responsible for one counselreimbursed as they are incurred. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Agreement only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Agreement.

Right to Defend. Promptly after receipt by an indemnified party under this Section 6 5 of Notice notice of the Commencement commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6 5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and if the indemnifying party agrees in writing that it will be responsible for any costs, documented out-of pocket costs or expenses, judgments, damages and losses incurred by the indemnified party with respect to such claim, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and documented out-of pocket expenses to be paid by the indemnifying party, if counsel to the indemnified party reasonably believes that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding; provided, however, that the indemnifying party shall be responsible for one counsel. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Agreement only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Agreement.