Defense and Settlement of Claims. As a condition precedent to the indemnification obligations of the Parties, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall (i) promptly notifies the indemnifying Party in writing as soon as they become aware of any Claim or action asserted against the Indemnitee to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, and (ii) authorizes the indemnifying Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed.
Defense and Settlement of Claims. A. The Underwriters shall have the right and duty to defend, subject to all the provisions, terms and conditions of this Policy:
Defense and Settlement of Claims. (a) It is our duty to defend a claim against you even if such claim is groundless or fraudulent however our right and duty to defend you under this Policy ends when the applicable Limit of Liability has been exhausted by payments of damages or claims expenses.
Defense and Settlement of Claims. (A) In the case of a claim for indemnification based upon a Third-Party Claim, the Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Party whether it admits or denies its obligation to defend and indemnify the Indemnified Party against such Third-Party Claim at the sole cost and expense of the Indemnifying Party. The Indemnified Party is authorized, prior to and during such thirty (30)-day period, at the expense of the Indemnifying Party, to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party.
Defense and Settlement of Claims. In the case of (A) any such claim described in Section 10.5(a) or (B) any claim of a third party (including any Taxing Authority) existing as of the Closing Date against any Indemnified Party with respect to any matter that may give rise to a claim for indemnification against an Indemnifying Party, in each case, pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party enters into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all Losses relating to such claim, the Indemnifying Party may, by giving written notice to the Indemnified Party, assume the defense thereof (including any discussions or settlement negotiations with such Taxing Authority). In such case, (i) the Indemnifying Party will defend the Indemnified Party against such matter with counsel of its choice reasonably satisfactory to the Indemnified Party, subject to approval of an insurance company providing coverage for the Losses, if any, and (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is not entitled to, or does not, assume control of the defense of a claim pursuant to the terms of this Section 10.5(b), the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event, the Indemnified Party shall (A) provide the Indemnifying Party with all material information requested by such party relating to the defense of such claim, (B) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such claim and (C) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with resp...
Defense and Settlement of Claims. The Review Board Members shall not admit any liability for or settle any Claim or incur any costs, charges or expenses without the written consent of the Participants Committee. The Participants Committee shall have the right to make investigations and conduct negotiations and, with the written consent of the Review Board Members, enter into such settlement of any Claim that the Participants Committee deems appropriate. If the Review Board Members shall refuse to consent to a settlement acceptable to the claimant in accordance with the Participants Committee’s recommendation, the Review Board Members shall thereafter negotiate or defend such Claim at the Review Board Members’ own expense independently of NEPOOL, and any coverage for expenses for such Claim shall not exceed the amount for which such Claim could have been settled plus Defense Expenses incurred with the Participants Committee’s consent up to the date the Review Board Members refused to settle such Claim.
Defense and Settlement of Claims. Insurer’s Consent
Defense and Settlement of Claims. The Seller shall give specified in the Schedule or, (2) if this is a cost-sharing the Company immediate notice in writing (1) of any action, subcontract, the Company's share of the estimated cost specified including any proceeding before an administrative agency, filed in the Schedule. The Seller agrees to use its best efforts to against the Seller arising out of the performance of this perform the work specified in the Schedule and all obligations subcontract, and (2) of any claim against the Seller, the cost and under this subcontract within the estimated cost, which, if this is a expense of which is allowable under the clause entitled "Allowable cost-sharing subcontract, includes both the Company's and the Costs." Except as otherwise directed by the Company, in writing, Xxxxxx's share of the cost. the Seller shall furnish immediately to the Company copies of all (b) The Seller shall notify the Company in writing whenever it pertinent papers received by the Seller with respect to such action has reason to believe that: or claim. To the extent not in conflict with any applicable policy of (1) The costs the Seller expects to incur under this insurance, the Seller may with the Company's and the subcontract in the next 60 days, when added to all costs previously Government's approval settle any such action or claim, shall effect incurred, will exceed 75 percent of the estimated cost specified in at the Company's and the Government's request an assignment the Schedule; or and subrogation in favor of the Government of all the Seller's rights (2) The total cost for the performance of this subcontract, and claims (except those against the Government) arising out of exclusive of any fee, will be either greater or substantially less than any such action or claim against the Seller, and if required by the had been previously estimated. Company, shall authorize representatives of the Government to (c) As part of the notification, the Seller shall provide the settle or defend any such action or claim and to represent the Company a revised estimate of the total cost of performing this Seller in, or to take charge of, any action. If the settlement or subcontract. defense of an action or claim against the Seller is undertaken by (d) Except as required by other provisions of this subcontract, the Government, the Seller shall furnish all reasonable assistance specifically citing and stated to be an exception to this clause: in effecting a settlement or asserting a defense...
Defense and Settlement of Claims. If any claim, demand, liability, suit, action or proceeding on account of an Indemnity Event shall be asserted or instituted against any of the Purchaser or the Company, the Purchaser shall permit the Sellers to defend the same at the Sellers' expense and to effect settlement or compromise thereof, provided that the Purchaser shall have the right to participate in such defense with counsel of its own choosing at its expense and to approve in advance such settlement or compromise, and provided further that if the Sellers fail to advise the Purchaser as to what action (i.e., negotiate a settlement or defend) the Sellers will take with respect to any such matter at least ten (10) days prior to the date when any such action is required to be taken, then the Purchaser may take whatever action it deems advisable at the expense of the Sellers.
Defense and Settlement of Claims. If any claim, demand, liability, suit, action or proceeding on account of any matter giving rise to a claim of indemnity under Section 10.1 shall be asserted or instituted against the Sellers, the Sellers shall permit the Purchaser to defend the same at the Purchaser's expense and to effect settlement or compromise, thereof, provided that prior to assuming any such defense or effecting any such settlement or compromise, the Purchaser shall have provided security satisfactory to the Sellers with respect to such claim, demand, liability, suit, action or proceeding and that the Sellers shall have the right to participate in such defense with counsel of their own choosing at their own expense and to approve in advance such settlement or compromise, and provided further that if the Purchaser fails to advise the Sellers as to what action (i.e., negotiate a settlement or defense) the Purchaser will take with respect to any such matter at least ten (10) days prior to the date when any such action is required to be taken, then the Sellers may take whatever action they deem advisable at the expense of the Purchaser.
