Defense of Third Party Claims. The Indemnifying Party shall be entitled to participate in the defense of the Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that, if the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).
Defense of Third Party Claims. The IndemnifyingIndemnified Party shall be entitled to participate in the defense of the Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that, if the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Third-Party Claim and to employ counsel of its choice for such purpose; provided, that the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of suchseparate counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for the reasonable(other than any fees and expenses of such separate counsel employed by# that are incurred prior to the Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during whichdate the Indemnifying Party has not assumedeffectively assumes control of such defense (assuming reasonably prompt notice of the defense thereof (other than during the period priorclaim was given to the time the Indemnified Party shall have notifiedIndemnifying Party) or # retained because a conflict of interest exists between the Indemnifying Party and the Indemnified Party, each of such Third Party Claim).which, notwithstanding the foregoing, shall be borne by the Indemnifying Party);
Defense ofIf a Third Party Claims. The Indemnifying PartyClaim is made against an indemnitee, the indemnitee shall be entitledpermit the indemnitor to participate in the defense ofthereof (it being understood that the Third Party Claimindemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if itthe indemnitor so chooses,chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof, at its own expense,thereof with counsel selected by the Indemnifying Party; provided,indemnitor provided that such counsel is not reasonably objectedsatisfactory to by the Indemnified Party. Ifindemnitee. Should the Indemnifying Party electsindemnitor so elect to assume the defense of anysuch Third Party Claim, the Indemnifying Partyindemnitor shall not be liable to the Indemnified Partyindemnitee for legal expenses subsequently incurred by the Indemnified Partyindemnitee in connection with the defense thereof, except that, ifthereof provided the Indemnifying Partyindemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the indemnitee 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 indemnitor, it being understood, however, that the indemnitor shall control such defense subject to the agreement of the indemnitor and the Indemnified Party have conflicting interests or different defenses available with respectindemnitee to such Third Party Claim,cooperate in the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect todefense of such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement.as provided below. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Partyindemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnifiedindemnitee for any period during which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, the Parties shall reasonably cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitors request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnitor shall have assumed the defense of a Third Party Claim (whichClaim, the indemnitee shall all be considered Losses for purposes of this Agreement) fornot admit any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period priorliability with respect to, or settle, compromise or discharge, or consent to the time the Indemnified Party shall have notified the Indemnifying Partyentry of any judgment with respect to such Third Party Claim)Claim without the indemnitors prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Defense ofIf the indemnification sought pursuant hereto involves a claim made by a Third Party Claims. Theagainst the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall be entitled to participate in the defense of thesuch Third Party Claim and, if it so chooses,chooses within forty-five (45) days after its receipt of an Indemnification Claim Notice ("Notice Period"), to assume the defense thereof, at its own expense,of such Third Party Claim with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party electsshall not be entitled to assume the defense of any Third Party Claim to the extent such claims involve or seek injunctive or other relief that does not involve solely monetary obligations or involve a criminal matter, and provided, further that the Indemnified Party shall be permitted to take any actions 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 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, except that, ifthereof. If the Indemnifying Party andassumes such defense, the Indemnified Party shall have conflicting interests or different defenses available with respectthe right to such Third Party Claim,participate in the Indemnified Party may hiredefense thereof and to employ counsel, at its own expense, separate from the counsel (provided that such counsel is not reasonably objected toemployed by the Indemnifying Party) with respect to such Third Party Claim andParty, it being understood that the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of anycontrol such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party.defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than duringthereof. If the period priorIndemnifying Party chooses to defend or prosecute a Third Party Claim, all of the timeParties hereto shall cooperate in the Indemnified Partydefense or prosecution thereof. Such cooperation shall have notifiedinclude # the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim).Claim and reasonably available to the Indemnified Party, and # making relevant employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.
Defense of Claim. The indemnifying Party shall defend or control the defense of Third Party Claims. The Indemnifyingindemnifying Party shall be entitledresponsible for satisfying and discharging any award made to participate in the defense ofor settlement reached with the Third Party Claim and, if it so chooses,pursuant to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defenseterms of any Third Party Claim, the Indemnifyingthis Agreement. The indemnifying Party shall not be liableretain counsel to represent the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that, if the Indemnifying Partyindemnified party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, andshall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall be considered Losses for purposes of this Agreement.have the right to retain its own counsel. The Indemnifyingindemnified Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, exceptcooperate in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for theall reasonable fees and expenses of counsel employed by the Indemnified Partyrespects in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).Claim, as requested by, and at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.
Defense of Claim. The indemnifying party shall defend or control the defense of Third Party Claims. The Indemnifying Partyindemnifying party shall be entitledresponsible for satisfying and discharging any award made to participate in the defense ofor settlement reached with the Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be liablepursuant to the Indemnified Party for legal expenses subsequently incurred byterms of this Agreement. The indemnifying party shall retain counsel reasonably acceptable to the Indemnified Party in connection withindemnified party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to represent the defense thereof, except that, if the Indemnifying Partyindemnified party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, andshall pay the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Partyrelated to participate in, but not control, the defense ofsuch proceeding. In any such action or suit through counsel chosen byproceeding, the Indemnified Party, provided that such counsel is not reasonably objectedindemnified party, at its sole expense, shall have the right to by the Indemnifying Party and, exceptretain its own counsel. The indemnified party shall cooperate in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for theall reasonable fees and expenses of counsel employed by the Indemnified Partyrespects in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).Claim, as requested by, and at the reasonable expense of, the indemnifying party. The indemnifying party shall not, without the written consent of the indemnified party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified party from all liability on such Claims.
DefenseThe Indemnified Party shall be entitled, but is under no obligation, to assume control of Thirdsuch defense of (and the Indemnifying Party Claims. Theshall be responsible for the fees and expenses of counsel retained by the Indemnified Party in respect of) the Third-Party Claim if: # such Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided that in such event # the Indemnified Party shall not enter into any settlement of a such Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned) and # the Indemnifying Party shall be entitled to participate in the defense of the Third such Third-Party Claim and, if it so chooses,and to assumeemploy counsel of its choice for such purpose (provided, that the defense thereof, at its own expense, withfees and expenses of such separate counsel selectedshall be borne by the Indemnifying Party; provided, thatParty), # such counsel is not reasonably objected to byThird-Party Claim seeks an injunction or equitable relief against the Indemnified Party. If the Indemnifying Party elects to assume the defenseParty, # a conflict of any Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that, ifinterest exists between the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Third-Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by# the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses offails or is failing to reasonably, vigorously defend such counsel shall be borne by the Indemnified Party. The Indemnifying Third-Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).Claim;
Defense of Third Party Claims. The Indemnifying Party shall be entitled to participate in the defense of the Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any Third Partysuch Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred bymay participate in such defense at its own expense; provided that if the Indemnified Party in connection with the defense thereof, except that, ifreasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liableresponsible for the reasonable fees and expenses of counsel employed byto the Indemnified Party solely in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).connection therewith
DefenseIndemnitee in respect of the Third Party Claims. The IndemnifyingClaim, nor shall it constitute a waiver by the Indemnitor of any defenses it may assert against the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party shall be entitled to participateClaim, the Indemnitor may appoint as lead counsel in the defense of the Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, withany legal counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to byIndemnitor. In the Indemnified Party. Ifevent the Indemnifying Party elects to assumeIndemnitor assumes the defense of anya Third Party Claim, except as provided in this [Section 10.2.2], the Indemnifying PartyIndemnitor shall not be liable to the Indemnified PartyIndemnitee for any legal expenses subsequently incurred by the Indemnified Partysuch Indemnitee in connection with the analysis, defense thereof, except that, ifor settlement of the IndemnifyingThird Party Claim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the IndemnifiedIndemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party may hireClaim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel (provided that such counsel is not reasonably objectedat the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: # the employment thereof, and the assumption by the Indemnifying Party)Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with respectthis [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party Claim andclaim without the related actionprior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or suit, and the reasonable fees and expenses of such counseldelayed. The Indemnitor shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in the defenseany settlement, compromise or other voluntary disposition of a Third Party Claim (which shall all be considered Losses for purposesLoss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).[Section 10.2.2], .
Defense of Third Party Claims. The IndemnifyingIndemnified Party shall be entitledhave the right at all times to participate in the defense of the Third Party Claim and, if it so chooses,defense, settlement, negotiations or litigation relating to assume the defense thereof,any third party claim or demand at its own expense, with counsel selected by the Indemnifying Party; provided, that such counsel is not reasonably objected to by the Indemnified Party.expense. If the Indemnifying Party elects todoes not assume the defense of any Third Party Claim, the Indemnifying Party shall not be liable tomatter as above provided, then the Indemnified Party shall have the right to defend any such third party claim or demand, and will be entitled to settle any such claim or demand in its discretion for legal expenses subsequently incurred bythe account or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperate in connection with the defense thereof, except that, if the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen byat the Indemnified Party, provided that such counsel is not reasonably objected to byexpense of the Indemnifying Party and, except inand the circumstances described in the immediately preceding sentence, the fees and expensesrecords of such counseleach party shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during the period prioravailable to the time the Indemnified Party shall have notified the Indemnifying Party ofother with respect to such Third Party Claim).defense.
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