Common use of Defense of Actions Clause in Contracts

Defense of Actions. In any case in which any such action or claim is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof (but only so long as it continues to have the right to defend such action or claim), the indemnifying party will not be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining separate legal counsel; provided that the indemnifying party shall not be obligated to reimburse

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Amylin Pharmaceuticals Inc)

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Defense of Actions. In any case in which any such action or claim is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not (but only so long as it continues shall continue to have the right to defend such action or claim)defend, contest, litigate, and settle the indemnifying party will not matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining separate legal counsel; provided that the ). An indemnifying party shall not be obligated liable for any settlement of an action or claim effected without its consent. The indemnifying party shall lose its right to reimbursedefend, contest, litigate, and settle a matter if it shall fail diligently to contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld).

Appears in 2 contracts

Samples: Stockholders Agreement (Builders FirstSource, Inc.), Stockholders Agreement (Builders FirstSource, Inc.)

Defense of Actions. In any case in which any such action or claim is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof (but only so long as it continues to have the right to defend such action or claim)thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining separate legal counsel; provided that the ). An indemnifying party shall not be obligated liable for any settlement of an action or claim effected without its consent. The indemnifying party shall lose its right to reimbursedefend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld).

Appears in 2 contracts

Samples: Stockholders Agreement (Buslease Inc /New/), Stockholders Agreement (Motor Coach Industries International Inc)

Defense of Actions. In any case in which any such action or claim is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory satisfac tory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not (but only so long as it continues shall continue to have the right to defend such action or claim)defend, contest, litigate and settle the indemnifying party will not matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining separate legal counsel; provided that the ). An indemnifying party shall not be obligated liable for any settlement of an action or claim effected without its consent. The indemnifying party shall lose its right to reimbursedefend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next follow ing sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld).

Appears in 1 contract

Samples: Stockholder Agreement (Relational Investors LLC)

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Defense of Actions. In any case in which any such action or claim is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not (but only so long as it continues shall continue to have the right to defend such action or claim)defend, contest, litigate and settle the indemnifying party will not matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining separate legal counsel; provided that the indemnifying party shall not be obligated to reimbursein

Appears in 1 contract

Samples: Stockholders Agreement (Southwest General Hospital Lp)

Defense of Actions. In any case in which any such action or claim is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof thereof, the indemnifying party shall not (but only so long as it continues shall continue to have the right to defend such action or claim)defend, contest, litigate and settle the indemnifying party will not matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining one separate legal counsel; provided that the indemnifying party shall not be obligated to reimburselegal

Appears in 1 contract

Samples: Registration Rights Agreement (HFS Inc)

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