Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules.

Right to Participate in Defense. Without limiting Section 9.4.110.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 10.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.111.4.1 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.111.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall will control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in, but but, subject to Section 9.4.1, not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.112.4.1 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 12.4.1 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 ‎11.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.113.5.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.5.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own [***] cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.113.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.19.4(b), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such a Third Party Claim claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with Section 9.4.1 9.4(b) (in which case the Indemnified Party shall will control the defense), or (iii) the interests of Indemnifying Party no longer satisfies the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rulesLitigation Conditions.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writingParty, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.3.2 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1Sections 11.5.1 (Assumption of Defense 11.6.1.) or 11.5.2 (Control of Defense 11.6.2), any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified Party’s own expense unless unless: (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with this Section 9.4.1 11 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the Master Services Agreement representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.111.5 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.5 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall will control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.112.4.1, any Indemnified Party shall be entitled to participate in, but but, subject to Section 12.4.1, not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment participation shall be at the Indemnified Party’s own expense unless (ia) the employment and control thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 12.4.1 (in which case the Indemnified Party shall control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified The Party shall be entitled to participate in, but not control, the controlling such defense of any such Third Party Claim may, at its sole cost and to expense, participate therein and may employ counsel of its choice for such purpose; provided, however, that that, the Indemnifying Party shall pay such employment shall be at costs and expenses of the Indemnified Party’s own expense unless Party if (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writingIndemnifying Party, (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel and the Indemnified Party controls the defense in accordance with Section 9.4.1 15.3.2 or (in which case c) the Indemnifying Party and the Indemnified Party shall control the defense), or (iii) the have conflicting interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit such that the representation by the same counsel of both Parties and any respective Indemnitees is prohibited under Applicable Law applicable Law, ethical rules or ethical rules.equitable principles. 116

Right to Participate in Defense. Without limiting Section 9.4.118.4.1 or 18.4.2, any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified Party’s own expense unless unless, (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 18.4.1 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.111.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall will control the defense), ) or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified The Party shall be entitled to participate in, but not control, the controlling such defense of any such Third Party Claim may, at its sole cost and to expense, participate therein and may employ counsel of its choice for such purpose; provided, however, that that, the Indemnifying Party shall pay such employment shall be at costs and expenses of the Indemnified Party’s own expense unless Party if (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writingIndemnifying Party, (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel and the Indemnified Party controls the defense in accordance with Section 9.4.1 15.3.2 or (in which case c) the Indemnifying Party and the Indemnified Party shall control the defense), or (iii) the have conflicting interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit such that the representation by the same counsel of both Parties and any respective Indemnitees is prohibited under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.111.5 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; providedprovided , howeverhowever , that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.5 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.113.3, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified PartyIndemnitee’s own expense (and shall not be Losses) unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.3 (in which case the Indemnified Party shall will control the defense), or (iii) the interests of defense and reasonable fees and expenses representing the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation shall be reimbursed by the same counsel of both Parties under Applicable Law or ethical rulesIndemnifying Party).

Right to Participate in Defense. Without limiting Section 9.4.112.4, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified Party’s Indemnitee's own expense unless unless, (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 12.4.1 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party Indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.111.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.110.2(b), any Indemnified Party shall be entitled to participate in, but not control, in the defense of such Third Party Third‑Party Claim assumed by Company and to employ counsel of its choice for such purpose; provided. However, however, that such employment shall be at the Indemnified Party’s own expense unless unless: (i) the employment thereof has been specifically authorized by the indemnifying Party Company in writing, ; (ii) the indemnifying Party Company has failed to assume the defense defense, diligently defend the claim, and employ counsel in accordance with Section 9.4.1 10.2(b) (in which case the Indemnified Party shall may control the defense), ; or (iii) the interests of the Indemnified Party and the indemnifying Party Company with respect to such Third Party Third‑Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or Laws, ethical rules, or equitable principles, in which case such employment shall be at the expense of Company.

Right to Participate in Defense. Without limiting Section 9.4.114.5 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 14.5 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.112.4, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 12.4 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1Article 9.3.2, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim a third party claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with Section 9.4.1 Article 9.3.2 (in which case the Indemnified Party shall will control the defense), or (iii) the interests of Indemnifying Party no longer satisfies the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rulesLitigation Conditions.

Right to Participate in Defense. Without limiting Section 9.4.110.4, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified Party’s Indemnitee's own expense unless unless, (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 10.4.1 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party Indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.17.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim any Loss and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 7.3(b) (in which case the Indemnified Party shall control the defense), or (iiiC) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim Loss are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.13.3(b), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim a third party claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with Section 9.4.1 3.3(b) (in which case the Indemnified Party shall will control the defense), or (iii) the interests of Indemnifying Party no longer satisfies the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rulesLitigation Conditions.

Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules.. 9.4.3

Right to Participate in Defense. Without limiting Section 9.4.122.4, any the Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at al the Indemnified Party’s own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the indemnifying Party in writing, writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 22.4 (in which case the Indemnified Party shall control the defense), or (iii) . If the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable law, ethical rules or ethical rulesequitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 9.4.1subsection (i) above, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iiA) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 subsection (i) above (in which case the Indemnified Party shall will control the defense), ) or (iiiB) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any reasonable costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.19.3(b)(i), any Indemnified indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; providedPROVIDED, howeverHOWEVER, that such employment shall be at the Indemnified indemnified Party’s 's own expense unless (iA) the employment thereof has been specifically authorized by the indemnifying Party in writing, writing or (iiB) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.3(b)(i) (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules.

Right to Participate in Defense. Without limiting Section 9.4.110.4, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified PartyIndemnitee’s own expense unless unless, (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the 10508642_1 defense and employ retain counsel in accordance with Section 9.4.1 10.4.1 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party Indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.112.3.2 (Control of Defense), any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, in the defense of such a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that but such employment shall will be at the Indemnified PartyIndemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel of, or failed to continue to defend in good faith, such Third Party Claim in accordance with this Section 9.4.1 12.3 (Indemnification Procedures), in which case the Indemnified Party shall will be allowed to control the defense), or (iii) defense at the interests of the Indemnified Party Indemnifying Party’s cost and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rulesexpense.

Right to Participate in Defense. Without limiting Section 9.4.113.4 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.4 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writingParty, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 12.3.2 (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party applicable indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.110.4, any Indemnified Party Indemnitee shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified PartyIndemnitee’s own expense unless unless, (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 10.4.1 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party Indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rules.equitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party. (iii)

Right to Participate in Defense. Without limiting Section 9.4.113.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing, Party; (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.3.2 (in which case the Indemnified Party shall control the defense), ; or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.

Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 9.4.116.3.1 or 16.3.2, any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 16.3.2 (in which case the Indemnified Party shall control the defense), or (iiib) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rulesequitable principles or (c) the Indemnifying Party and the Indemnified Party have different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding.