Common use of Substitution Clause in Contracts

Substitution. In any Proceeding in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding as set forth in Section 4.05 and this Section 4.06, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Substitution. In any Proceeding the event of an Action for which a Party is entitled to indemnification hereunder in which the Indemnifying Party is not a named defendant, if either the Indemnitee Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicabledefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 4.5 and this Section 4.064.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicabledefendant, or add the Indemnifying Party as an additional named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 6.3 and this Section 4.066.4, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlementsettlement other than costs arising as a result of the negligence of the defendant.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant if they conclude that substitution is desirable and practicabledefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named names defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 7.2 and this Section 4.067.3, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlementsettlement other than costs arising as a result of the negligence of the defendant.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise add the Indemnifying Party as party thereto, if they conclude that substitution is desirable and at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 and this Section 4.06Article IV, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementsettlement with respect to such Third-Party Claim.

Substitution. In any Proceeding the event of an Action for which a Party is entitled to indemnification hereunder and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicabledefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 4.5 and this Section 4.064.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Substitution. In any Proceeding in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding as set forth in Section 4.05 6.4 and this Section 4.066.5, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicabledefendant, or add the Indemnifying Party as an additional named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 5.2 and this Section 4.065.3, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlementsettlement other than costs arising as a result of the negligence of the defendant.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant if they conclude that substitution is desirable and practicabledefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 5.6 and this Section 4.065.7, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlementsettlement other than costs arising as a result of the negligence of the defendant.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant if they conclude that substitution is desirable and practicabledefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named names defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 3.2 and this Section 4.063.3, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlementsettlement other than costs arising as a result of the negligence of the defendant.

Substitution. In any Proceeding in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding as set forth in Section 4.05 9.04 and this Section 4.069.05, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Substitution. In any Proceeding the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicabledefendant, or add the Indemnifying Party as an additional named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 6.2 and this Section 4.066.3, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlementsettlement other than costs arising as a result of the negligence of the defendant.

Substitution. In any Proceeding the event of an Action for which a Party is entitled to indemnification hereunder in which the Indemnifying Party is not a named defendant, if either the Indemnitee Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicabledefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding Action as set forth in Section 4.05 4.5 and this Section 4.064.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.. Right of Contribution . 39

Substitution. In any Proceeding in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceeding as set forth in Section 4.05 10.04 and this Section 4.0610.05, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Proceeding (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.