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If a Third Party Claim is made against an indemnitee, the indemnitee shall permit the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor 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 indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee 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 indemnitor’s 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, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

If a Third Party Claim is made against an indemnitee,Indemnitee in respect of the indemnitee shall permit the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitornor shall not be liable to the indemnitee for legal expenses subsequently incurredit constitute a waiver by the indemnitee in connection with the defense thereof provided the indemnitor 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 indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee 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 indemnitor’s 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 explanationIndemnitor of any material provided hereunder. Whether or notdefenses it may assert against the indemnitor shall have assumedIndemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemniteeIndemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnitor. In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2], the Indemnitor shall not admit any liability with respect to, or settle, compromise or discharge, or consentbe liable to the entryIndemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or settlement of the Third 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 Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any judgmentLosses incurred by the Indemnitor in defense of the Third Party Claim. 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 at 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 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 Claimclaim without the indemnitor’s prior written consent (whichof the Indemnitor, such consent shall not to be unreasonably withheld, conditioned or delayed).delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.

If aDefense of Third Party Claim is made against an indemnitee, the indemniteeClaims. The Indemnifying Party shall permit the indemnitorbe entitled to participate in the defense thereof (it being understood thatof the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein)Third Party Claim and, if the indemnitorit so chooses and acknowledges its obligation to indemnify the indemnitee therefor,chooses, to assume the defense thereofthereof, at its own expense, with counsel selected by the indemnitor providedIndemnifying Party; provided, that such counsel is not reasonably satisfactoryobjected to by the indemnitee. ShouldIndemnified Party. If the indemnitor so electIndemnifying Party elects to assume the defense of suchany Third Party Claim, the indemnitorIndemnifying Party shall not be liable to the indemniteeIndemnified Party for legal expenses subsequently incurred by the indemniteeIndemnified Party in connection with the defense thereof providedthereof, except that, if the indemnitor does not seekIndemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to assert any limitation on its indemnification responsibility tosuch Third Party Claim, the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, atIndemnified Party may hire its own expense, separate from the counsel employed(provided that such counsel is not reasonably objected to by the indemnitor, it being understood, however, that the indemnitor shall control such defense subjectIndemnifying Party) with respect to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim asand 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 below.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 indemnitorIndemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemniteeIndemnified 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 indemnitorIndemnifying Party has not assumed the defense thereof or assumes(other than during the defense but asserts any limitation on its obligationperiod prior to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Thirdtime the Indemnified Party Claim,shall have notified the Parties shall reasonably cooperate in the defense or prosecutionIndemnifying Party of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitor’s 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, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Claim).

If the indemnification sought pursuant hereto involves a claim made by a Third Party Claim is made against an indemnitee, the indemniteeIndemnified Party (a "Third Party Claim"), the Indemnifying Party shall permit the indemnitorbe entitled to participate in the defense thereof (it being understood that the indemnitee shall controlof such defense unless the indemnitor assumes such defense as provided herein)Third Party Claim and, if the indemnitorit so chooses and acknowledgeswithin forty-five (45) days after its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so electreceipt of an Indemnification Claim Notice ("Notice Period"), to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party shall 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 indemnitorIndemnifying Party shall not be liable to the indemniteeIndemnified Party for any legal expenses subsequently incurred by the indemniteeIndemnified Party in connection with the defense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee.thereof. If the indemnitorIndemnifying Party assumes such defense, the indemniteeIndemnified 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 indemnitor,Indemnifying Party, it being understood, however,understood that the indemnitorIndemnifying Party shall control such defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Thirddefense. The Indemnifying Party Claim as provided below. The indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the indemniteeIndemnified Party for any period during which the indemnitorIndemnifying Party 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.thereof. If the indemnitorIndemnifying Party chooses to defend anyor prosecute a Third Party Claim, all of the Parties hereto shall reasonably cooperate in the defense or prosecution of such Third Party Claim.thereof. Such cooperation shall include # the retention and (upon the indemnitor’Indemnifying Party's request) the provision to the indemnitorIndemnifying Party of records and information which are reasonably relevant to such Third Party 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. Whether or nothereunder; provided, that the indemnitorIndemnifying Party shall have assumedreimburse the defense of a ThirdIndemnified Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).for all its reasonable out-of-pocket expenses in connection therewith.

If aDefense of Claim. The indemnifying party shall defend or control the defense of Third Party Claim isClaims. The indemnifying party shall be responsible for satisfying and discharging any award made against an indemnitee,to or settlement reached with the indemniteeThird Party pursuant to the terms of this Agreement. The indemnifying party shall permitretain counsel reasonably acceptable to the indemnitorindemnified party (such acceptance not to participate inbe unreasonably withheld, refused, conditioned or delayed) to represent the defense thereof (it being understood thatindemnified party and shall pay the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so choosesreasonable fees and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided thatexpenses of such counsel is reasonably satisfactoryrelated to such proceeding. In any such proceeding, the indemnitee. Shouldindemnified party, at its sole expense, shall have the indemnitor so electright to assumeretain its own counsel. The indemnified party shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the indemnitorreasonable expense of, the indemnifying party. The indemnifying party shall not be liable tonot, without the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor 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 agreementwritten consent of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee 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 indemnitor’s 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, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consentindemnified 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.

IfWith respect to any Claim by a Third Party Claimthird party as to which the Claimant is made against an indemnitee,entitled to indemnification hereunder, the indemniteeIndemnitor shall permithave the indemnitorright at its own expense to participate in the defense thereof (it being understood that the indemnitee shallor assume control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assumeof the defense of such Third Partythe Claim, and the indemnitorClaimant shall not be liablecooperate fully with the Indemnitor, subject to the indemniteereimbursement for legalactual out-of-pocket expenses subsequently incurred by the indemnitee in connection withClaimant as the result of a request by the Indemnitor. If the Indemnitor elects to assume control of the defense thereof providedof any third-party Claim, the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the indemniteeClaimant shall have the right to participate in the defense thereof and to employ counsel,of the Claim at its own expense, separate fromexpense. If the counsel employed by the indemnitor, it being understood, however, that the indemnitor shallIndemnitor does not elect to assume control such defense subject to the agreement of the indemnitor and the indemnitee to cooperateor otherwise participate in the defense of any third party Claim, Claimant may, but shall have no obligation to, defend or settle such Third Party Claim or litigation in such manner as provided below. The indemnitorit deems appropriate, and in any event Indemnitor shall be liablebound by the results obtained by the Claimant with respect to the Claim (by default or otherwise) and shall promptly reimburse Claimant for the fees andamount of all expenses of counsel employed by(including the indemnitee 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 indemnitor’s 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, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entryamount of any judgment rendered), legal or otherwise, incurred in connection with such Claim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to such Third Partyany Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).for which indemnity was paid.

If aDefense of Claim. The indemnifying Party shall defend or control the defense of Third Party Claim isClaims. The indemnifying Party shall be responsible for satisfying and discharging any award made against an indemnitee,to or settlement reached with the indemniteeThird Party pursuant to the terms of this Agreement. The indemnifying Party shall permitretain counsel to represent the indemnitor to participate inindemnified party and shall pay the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so choosesreasonable fees and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided thatexpenses of such counsel is reasonably satisfactoryrelated to such proceeding. In any such proceeding, but without limiting the indemnitee. Shouldforegoing, the indemnitor so electindemnified Party, at its sole expense, shall have the right to assumeretain its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the indemnitorreasonable expense of, the indemnifying Party. The indemnifying Party shall not be liable tonot, without the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor 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 agreementwritten consent of the indemnitor and the indemnitee to cooperate in the defense of such Thirdindemnified Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee 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 indemnitor’s 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, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (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.

IfIn General. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within […​…] after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim is made againstby the indemnifying Party shall not be construed as an indemnitee, the indemnitee shall permit the indemnitor to participate in the defense thereof (it being understoodacknowledgment that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligationindemnifying Party is liable to indemnify the indemnitee therefor, to assumeIndemnified Party in respect of the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitornor shall not be liable to the indemnitee for legal expenses subsequently incurredit constitute a waiver by the indemnitee in connection with the defense thereof provided the indemnitor 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 indemnitee to cooperate in the defense of such Thirdindemnifying Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee 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 indemnitor’s 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 notdefenses it may assert against the indemnitor shall have assumedIndemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent toindemnifying Party may appoint as lead counsel in the entrydefense of any judgment with respect to suchthe Third Party Claim withoutany legal counsel selected by the indemnitor’s prior written consent (which consentindemnifying Party which shall be reasonably acceptable to the Indemnified Party. If the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in [Section 11.4.2], the indemnifying Party shall not be unreasonably withheld, conditionedliable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or delayed).settlement of the Third Party Claim unless specifically requested in writing by the indemnifying Party. If it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all Losses incurred by the indemnifying Party in its defense of the Third Party Claim.

If a ThirdThe Indemnified Party Claimshall be entitled, but is made against an indemnitee, the indemnitee shall permit the indemnitorunder no obligation, to participate in the defense thereof (it being understood that the indemnitee shallassume control of such defense unlessof (and the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such ThirdIndemnifying Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor 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 indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liableresponsible for the fees and expenses of counsel employedretained by the indemnitee for any period during whichIndemnified Party in respect of) 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 indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Third-Party Claim and making employees available on a mutually convenient basisif: # such Third-Party Claim relates to provide additional information and explanation ofor arises in connection with any materialcriminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided hereunder. Whether orthat in such event # the Indemnified Party shall not the indemnitor shall have assumed the defenseenter into any settlement of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Third-Party Claim without the indemnitor’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioneddelayed or delayed).conditioned) and # the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for such purpose (provided, that the fees and expenses of such separate counsel shall be borne by the Indemnifying Party), # such Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, # a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim or # the Indemnifying Party fails or is failing to reasonably, vigorously defend such Third-Party Claim;

If a ThirdThe Indemnified Party Claim is made against an indemnitee, the indemnitee shall permit the indemnitorbe entitled to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Third-Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor 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 thereofClaim and to employ counsel, atcounsel of its own expense, separate from the counsel employed by the indemnitor, it being understood, however,choice for such purpose; provided, that the indemnitor shall control such defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of such separate counsel employedshall be borne by the indemnitee forIndemnified Party (other than 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 prosecutionfees and expenses of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitor’s request) the provisionseparate counsel # that are incurred prior to the indemnitordate the Indemnifying Party effectively assumes control of records and information which aresuch defense (assuming reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanationprompt notice of any material provided hereunder. Whether or not the indemnitor shall have assumed the defense of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consentclaim was given to the entryIndemnifying Party) or # retained because a conflict of any judgment with respect to such Thirdinterest exists between the Indemnifying Party Claim withoutand the indemnitor’s prior written consent (which consentIndemnified Party, each of which, notwithstanding the foregoing, shall not be unreasonably withheld, conditioned or delayed).borne by the Indemnifying Party);

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