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Control. The Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business

Control. TheUpon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to [Section 4.12(a)] and this [Section 9.2], the Indemnifying Party shall have the right, exercisablewill be entitled, by notice to the Indemnified Party delivered within ten (10)twenty (20) Business Days afterof the receipt of notice from the Indemnified Party of the commencement of or assertion of anysuch Third Party Claim, to assume directionthe defense and control of such Third Party Claim (at the defense, litigation, settlement, appeal or other dispositionexpense of such Indemnifying Party); provided, that the Indemnifying Party shall not be entitled to assume the defense and control of such Third Party Claim, if # the Third Party Claim (including the rightrelates to settle the claim solely for monetary consideration)or arises in connection with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought,criminal Action, # the Third Party Claim seeks solely monetary damages andan injunction or equitable relief against the Indemnified Party or any of its Affiliates, or # defense of the Third Party Claim would reasonably be expected to harm the Indemnified Party’s reputation or business relationships,; provided, further, that if the Indemnifying Party expressly agreesassumes the defense and control of such Third Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in writingthe defense of such Third Party Claim with its own counsel and at its own expense except that as betweenthe Indemnifying Party shall pay the reasonable and documented fees and expenses of such external separate counsel if representation of both the Indemnifying Party and the Indemnified Party,Party by the same counsel would create a conflict of interest. If the Indemnifying Party does not assume the defense and control of any Third Party Claim pursuant to this [Section 9.2(c)(ii)], the Indemnified Party shall be entitled to assume and control such defense and the Indemnifying Party shall be solely obligated to satisfypay the reasonable and dischargedocumented fees and expenses of external counsel retained by the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days afterIndemnified Party, but the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controllingmay nonetheless participate in the defense of such Third Party Claim,Claim with its own counsel and at its own expense. Purchaser or Sellers, as the Indemnified Party shall cooperate,case may be, shall, and shall cause itseach of their respective Affiliates and agents toRepresentatives to, reasonably cooperate upon request ofwith the Indemnifying Party,Party in the defense or prosecution of theany Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event thatThird Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or judgment does not satisfy the Litigation Conditionsinvolve any injunctive or does not notifyother equitable relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates and expressly unconditionally releases the Indemnified Party and its Affiliates from all Liabilities with respect to such Third Party Claim. No Indemnified Party will consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Party.

Control. TheSubject to the provisions of [Section 17.02(c)], upon receipt of a Claims Notice, the Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim,right to assume directionthe defense and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (includingClaims. In the right to settle the claim solely for monetary consideration) with counsel selected byevent the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of itsexercises such right to defendassume the defense and control of a Third Party Claim, the Indemnified Party shall give noticehave the right but not the obligation reasonably to participate in (but not control) the defense of Third Party Claims with its own counsel and at its own expense unless # the Indemnifying Party and Indemnified Party shall have mutually agreed in writing to the retention of the same counsel, or # the named parties to any such Third Party Claim (including any impleaded parties) include the Indemnifying Party and Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel to such Indemnified Party, be impermissible under the applicable code of professional responsibility due to actual or potential differing interests between the Indemnifying Party and Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party, in which case the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at thewill bear such expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, theIndemnified Party. Any election by an Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and controlthe defense of such defense, with counsel selecteda Third Party Claim must be delivered by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time asParty within thirty (30) Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party is controllingto deliver such notice within such thirty (30) Business Day period shall be deemed an election not to assume the defense of such Third Party Claim. If the Indemnifying Party elects to assume the defense of a Third Party Claim, then the Indemnified Party shall cooperate, and shall cause its Affiliates and agents toreasonably cooperate upon request ofwith the Indemnifying Party,Party in the defense or prosecution of theany such Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Claim.

Control. TheIf the indemnification sought pursuant hereto involves a claim made by a Third Party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall havebe entitled to participate in the right, exercisable by notice to the Indemnified Party within ten (10) Business Days after receiptdefense of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of thesuch Third Party Claim (includingand, if it so chooses within forty-five (45) days after its receipt of an Indemnification Claim Notice ("Notice Period"), to assume the right to settle the claim solely for monetary consideration)defense of such Third Party Claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; providedprovided, however, that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall not be solely obligatedentitled to satisfy and dischargeassume the defense of any Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defendextent such claims involve or seek injunctive or other relief that does not involve solely monetary obligations or involve a Third Party Claim,criminal matter, and provided, further that the Indemnified Party shall give noticebe permitted to the Indemnifying Party oftake any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controllingactions necessary in the defense of such Third Party Claim during such Notice Period, if the Indemnifying Party has not yet assumed the defense of the Third Party Claim, and when practicable, the Indemnified Party shall cooperate,provide prior notice of such action to the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall cause its Affiliatescontrol such defense. The Indemnifying Party shall be liable for the reasonable fees and agentsexpenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to cooperate upon requestdefend or prosecute a Third Party Claim, all of the Indemnifying Party,Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include # the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of therecords and information which are reasonably relevant to such Third Party Claim, including by furnishing such records,Claim and reasonably available to the Indemnified Party, and # making relevant employees available on a mutually convenient basis to provide additional information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the eventexplanation of any material provided hereunder; provided, that the Indemnifying Party does not satisfy the Litigation Conditions or does not notifyshall reimburse the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business for all its reasonable out-of-pocket expenses in connection therewith.

Control. TheSubject to the provisions of [Section 17.02(c)], upon receipt of a Claims Notice, the Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim,right to assume directionthe defense and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (includingClaims. In the right to settle the claim solely for monetary consideration) with counsel selected byevent the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of itsexercises such right to defendassume the defense and control of a Third Party Claim, the Indemnified Party shall give noticehave the right but not the obligation reasonably to participate in (but not control) the Indemnifying Partydefense of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled,Claims with its own counsel and at its sole cost and expense, to assume direction and control of such defense, with counsel selected byown expense unless # the Indemnifying Party and reasonably acceptableIndemnified Party shall have mutually agreed in writing to the retention of the same counsel, or # the named parties to any such Third Party Claim (including any impleaded parties) include the Indemnifying Party and Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel to such Indemnified Party, be impermissible under the applicable code of professional responsibility due to actual or potential differing interests between the Indemnifying Party and Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agentsthat are different from, or additional to, those available to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event thatwhich case the Indemnifying Party does not satisfy the Litigation Conditions or does not notifywill bear such expense of the Indemnified Party. Any election by an Indemnifying Party to assume the defense of the Indemnifying Party’s intent to defend anya Third Party Claim within ten (10) Business

Control. TheUpon receipt of the notice described in Section 8.4(a), the Indemnifying Party shallwill have the right, exercisable by noticeright to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that # the Indemnifying Party notifies the Indemnified Party in writing within ten (10)fifteen (15) Business Days after receipt of notice from the Indemnified Party has given notice of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Third-Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected bythat the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, # the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party; providedParty that # the Indemnifying Party has sufficientwill have the financial resources,resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, # the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, # settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the reasonablegood faith judgment of the Indemnified Party, likely to satisfyestablish a precedential custom or practice adverse to the amountcontinuing business interests or the reputation of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damagesIndemnified Party, and # the Indemnifying Party expressly agrees in writing that as betweenconducts the defense of the Third-Party Claim actively and diligently. The Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice towill keep the Indemnified Party apprised of its exercise of its rightall material developments, including settlement offers, with respect to defend a Third the Third-Party Claim,Claim and permit the Indemnified Party shall give notice to participate in the Indemnifying defense of the Third-Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, theClaim. The Indemnified Party shall continuehave a duty to defendcooperate, when requested, in the Third Party Claim, at the expensedefense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Third-Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such timeClaim. So long as the Indemnifying Party is controllingconducting the defense of such Third the Third-Party Claim,Claim in accordance with this Section 8.4(b), the Indemnifying Party will not be responsible for any attorneys’ fees or other expenses incurred by the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon requestregarding the defense of the Indemnifying Party, in the defense or prosecution of the Third Third-Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Claim.

Control. TheIf the Indemnifying Party shall have the right, exercisable by noticeacknowledges its obligations to indemnify and defend the Indemnified Party against the Third Party Claim within ten (10) Business Daysfifteen (15) days after receipt of notice fromhaving been notified by the Indemnified Party of the commencementexistence of or assertion of anysuch Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to assume direction and controla final conclusion or will be settled, at the discretion of the defense, litigation, settlement, appealIndemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other disposition ofequitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all claims, unless consented to by the Indemnified Party. The Indemnified Party will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim (includingClaim, and all costs or expenses incurred by it at the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgmentrequest of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days afterpaid by the Indemnifying Party has given notice to theParty. The Indemnified Party ofmay, at its exercise ofcost and expense, at any time to prevent default or protect its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party ofinterests, file any objection thereto based upon the Litigation Conditions. Ifpleadings or take any other action that the Indemnified Party reasonably so objects,believes to be necessary or appropriate to protect its interests due to the Indemnified Party shall continue to defend the Third Party Claim, at the expensefailure of the Indemnifying Party, untilParty to diligently defend such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled,Action. The Indemnified Party, at its sole cost and expense, to assume direction andmay participate in, but not control (except as provided in the subsequent paragraph), any defense or settlement of such defense, with counsel selectedany Third Party Claim conducted by the Indemnifying Party and reasonably acceptablepursuant to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business this Section 11.4(b).

Control.In connection with any claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the right, exercisableburden to prove by notice toa preponderance of the evidence that the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement ofdid not defend or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle thesuch third party claim solely for monetary consideration) with counsel selected by the Indemnifying Party andin a reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business prudent manner.

Control. TheAny Indemnifying Party shall have the right, exercisable by noticeright (but not the obligation) to participate in the defense of a Third-Party Claim giving rise to an Indemnified Party’s claim for indemnification hereunder at such Indemnifying Party’s expense, and at its option (subject to the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (includinglimitations set forth below) shall have the right to settleinvestigate, contest or assume the claim solely for monetary consideration)defense thereof (including as it relates to the posting of any bond or the making of any guarantee in connection with counsel selectedsuch defense) by the Indemnifying Party andappointing a reputable counsel reasonably acceptable to the Indemnified Party; providedParty to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying Party being entitled to control such defense, the Indemnifying Party shall # first demonstrate to the Indemnified Party in writing # the Indemnifying Party has sufficientParty’s financial resources, in the reasonable judgment ofability to provide full indemnification to the Indemnified Party,Party with respect to satisfy the amount of any adverse monetary judgment that is sought, # the Third such Third-Party Claim seeks solely monetary damages(after giving effect to the applicable limitations on indemnification in Section 10.3) and # that, assuming the Indemnifying Party expressly agreeswere to become obligated to indemnify the Indemnified Party hereunder in writing that as betweenrespect of the estimated amount of the Loss relating to such Third-Party Claim (reasonably determined by the Indemnifying Party based upon all of the information pertaining to the Third-Party Claim available at such time, and with such determination reasonably acceptable to the Indemnified Party), the Indemnifying Party (after giving effect to any applicable limitations on indemnification in Section 10.3) would be responsible for a greater portion of the Loss than the Indemnified Party in the event such proceeding were determined in an adverse manner to the Indemnifying Party and the Indemnified Party,Party and # unconditionally agree in writing to be fully responsible for all Losses indemnifiable pursuant to this Article X relating to such proceeding (and, in the Indemnifying Party shall be solely obligated to satisfyabsence of such documentation and dischargeagreement provided for in the Third Party Claim in full (the conditions set forth in [clauses (a), (b)[foregoing clauses (i) and (c) above] are collectively referred to as the “Litigation Conditions(ii)]). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim,], the Indemnified Party shall give noticebe entitled to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, untilcontrol such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole costdefense); and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business provided, further, that:

Control. The Indemnifying Party shall have the right, exercisable by written notice to the IndemnifiedClaiming Party within ten (10) Business Days after receipt of noticesixty (60) calendar days from the Indemnified Partydelivery of the commencement of or assertion of any Third Party Claim, to assume directionClaim Notice and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and controldefend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party, unless the Claiming Party reasonably concludes, based on advice of counsel, that such defense,Third Party Claim # seeks non-monetary relief, # involves criminal or quasi-criminal allegations, # relates to any material on-going relationship with counsel selected by the Indemnifying Party and reasonably acceptable toClaiming Party’s employees, customers or suppliers, or other Persons having material business relationships with the Indemnified Party. During such time asClaiming Party, # the Indemnifying Party is controllingfailing to use reasonable efforts to diligently defend, # involves Losses that are reasonably expected to exceed the defense ofmaximum amount for which such Indemnifying Party could be liable under this Article X, or # if Buyer is the Claiming Party, the insurer has exercised a right to defend the Third Party Claim,Claim under the Indemnified Party shall cooperate,Representation and shall cause its Affiliates and agents to cooperate upon request ofWarranty Insurance Policy. If the Indemnifying Party, inParty assumes the defense or prosecution of the Third Party Claim, including by furnishingthen the Claiming Party shall cooperate with and make available to the Indemnifying Party such records, informationassistance (including access to employees) and testimony and attending such conferences, discovery proceedings, hearings, trials or appealsmaterials as may be reasonably requested of the Claiming Party, and the Claiming Party shall have the right, at the Claiming Party’s expense, to participate in the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party (which consent shall not be requestedunreasonably withheld, conditioned or delayed) unless the following shall apply: # such settlement provides the Claiming Party with a full release from such Third Party Claim; and # the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party. InIf the event thatClaiming Party fails to consent to any settlement or compromise offer, then the Indemnifying Party does not satisfymay continue to contest such claim and, in such event, the Litigation Conditions or does not notify the Indemnified Partymaximum liability of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business for such claim will not exceed such settlement or compromise offer.

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