Common use of Right to Defend Clause in Contracts

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Indemnified Party or DE (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual or threatened claim or demand by any other third party against a THI an Indemnified Party, the Indemnified Party may upon written request require the Indemnifying Party, at the expense of the Indemnifying Party through counsel of its own choosing, to defend or DE (referred to hereinafter as an "prosecute such claim or demand in the name of the Indemnified Party"), as the indemnifying parties shall case may be entitled to notice of and entitled (without prejudice to the right of any the Indemnified Party to participate at its own expense through counsel of its own choosing) choosing at its own expense). The Indemnified Party shall cooperate in the defense or prosecution of said claim or demand, including providing the Indemnifying Party with access to defend or prosecute such claim at their expense books 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 records of the Indemnified Party would be materially prejudiced as a result in the possession of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, which shall be reasonably deemed by the Indemnified Indemnifying Party shall cooperate fully in the defense of such to relate to said claim or demand, and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12Sections 7.2, 7.3 or 7.7, for all costs and expense expenses incurred by it in connection therewith. No settlement shall be effected by an Indemnified Party to which it may claim indemnification from an Indemnifying Party without the consent of the Indemnifying Party but such consent shall not be unreasonably withheld.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Purchaser Indemnified Party or DE Sellers (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 1213, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Purchaser Indemnified Party or DE Shareholder (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such claim for indemnification shall involve any actual or threatened claim or demand by any third party against a THI Indemnified Party or DE (referred to hereinafter as an "the Indemnified Party"), the indemnifying parties Indemnifying Party shall be entitled to notice of and entitled (without prejudice to the right of any the Indemnified Party to participate in the defense of such claim or demand at its own expense through counsel of its own choosing) to defend or prosecute assume the defense of such claim or demand in the name of the Indemnified Party at their the Indemnifying Party's expense and through counsel of their its own choosing choosing, which counsel shall be reasonably satisfactory to the Indemnified Party, if they give it gives 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 within sixty (60) days after receipt of the Notice of Claim that the Indemnifying Party intends to assume the defense of such claim and acknowledges its failure liability to have received indemnify the Indemnified Party for any losses resulting from such noticeclaim; provided, however, that if the defendants in Indemnifying Party does not elect to assume the defense of any action shall include both claim, then (a) the indemnifying parties and an Indemnified Party, and the Indemnified Indemnifying Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses right to the Indemnified Party, the Indemnified Party shall cooperate fully participate in the defense of such claim and shall make available to or demand at its expense through counsel of its own choosing, provided the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.Indemnified

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a THI Indemnified Party or DE (referred to hereinafter as an "Indemnified Party"), the indemnifying parties party shall be entitled to notice of of, and entitled to defend or prosecute, such Claim at its expense and through counsel of its own choosing if it advises the Indemnified Party in writing of its intention to do so within thirty (30) days after notice of such Claim has been given to the indemnifying party (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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the ). Such Indemnified Party shall cooperate fully in the defense and/or settlement of such claim and shall make available to the indemnifying parties pertinent information under its control relating theretoClaim, but shall be entitled to be reimbursed, as provided in this Article 12, reimbursed for all costs and expense expenses incurred by it in connection therewith. No settlement of any Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld;: provided, however, that if such indemnifying party has been offered the opportunity to defend such Claim and has elected not to do so then settlement may be made without the consent of the indemnifying Party.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Buyer Indemnified Party or DE Seller Indemnified Parties (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 1213, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Indemnified Party or DE SELLERS (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 1210, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Indemnified Party or DE party entitled to indemnification hereunder (referred to hereinafter as an "Indemnified Party"), the indemnifying parties party shall be entitled to 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 its expense and through counsel of their its own choosing if they give it gives written notice of their its intention to do so no later than the time by which the interest interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties party and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has party have a conflict or additional defenses, the Indemnified Party shall have the right to select separate counsel to participate in the defense of interest because such action on its own behalf, at the expense of the availability of different or additional defenses to the Indemnified Party, the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification party shall involve become aware of any actual claim or demand by any third to which such party against a THI Indemnified Party is entitled to indemnification pursuant to Section 13.2 or DE (referred to hereinafter as an "Indemnified Party")13.3, the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party 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 indemnified party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Partyindemnified party, and the Indemnified Party indemnified party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Partyindemnified party, the Indemnified Party indemnified party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 1213, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Purchaser Indemnified Party or DE Shareholders (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Indemnified Party or DE party entitled to indemnification hereunder (referred to hereinafter as an "Indemnified Party"), the indemnifying parties Party shall be entitled to 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 interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties Party and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has Party have a conflict or additional defenses, the Indemnified Party shall have the right to select separate counsel to participate in the defense of interest because such action on its own behalf, at the expense of the availability of different or additional defenses to the Indemnified indemnifying Party, the . The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties Party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual or threatened claim or demand by any other third party against a THI an Indemnified Party, the Indemnified Party may upon written request require the Indemnifying Party, at the expense of the Indemnifying Party through counsel of its own choosing, to defend or DE (referred to hereinafter as an "prosecute such claim or demand in the name of the Indemnified Party"), as the indemnifying parties shall be entitled to notice of and entitled case may be, (without prejudice to the right of any the Indemnified Party to participate at its own expense through counsel of its own choosing) choosing at its own expense). The Indemnified Party shall cooperate in the defense or prosecution of said claim or demand, including providing the Indemnifying Party with access to defend or prosecute such claim at their expense books 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 records of the Indemnified Party would be materially prejudiced as a result in the possession of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, which shall be reasonably deemed by the Indemnified Indemnifying Party shall cooperate fully in the defense of such to relate to said claim or demand, and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12Sections 6.2, 6.3 or 6.7, for all costs and expense expenses incurred by it in connection therewith. No settlement shall be effected by an Indemnified Party to which it may claim indemnification from an Indemnifying Party without the consent of the Indemnifying Party but such consent shall not be unreasonably withheld.

Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a THI Indemnified Party or DE A-1-A (referred to hereinafter as an "Indemnified Party"), the indemnifying parties shall be entitled to 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; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this Article 12, for all costs and expense incurred by it in connection therewith.