Common use of Assumption of Defense by Indemnifying Party Clause in Contracts

Assumption of Defense by Indemnifying Party. Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to Section 9.03(a), the Indemnifying Party shall, subject to the provisions of Section 9.03(b)(ii), (iii) and (iv), assume the defense and control of such Third Party Claim by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense thereof with its own counsel and at its own expense; provided that such participation shall not constitute a shared defense as described in Section 9.03(b)(iv). The Indemnifying Party shall select counsel, independent contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement thereof; and shall at all times diligently and promptly pursue the resolution thereof. In conducting the defense thereof, the Indemnifying Party shall at all times act as if all Damages relating to such Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in the defense of any Third Party Claim defended by the Indemnifying Party.

Assumption of Defense by Indemnifying Party. Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to Section 9.03(a), the Indemnifying Party shallwill, subject to the provisions of Section 9.03(b)(ii), (iii) and (iv), assume the defense and control of such Third Party Claim by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense thereof with its own counsel and at its own expense; provided that such participation shall not constitute a shared defense as described in Section 9.03(b)(iv). The Indemnifying Party shall select counsel, independent contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement thereof; and shall at all times diligently and promptly pursue the resolution thereof. In conducting the defense thereof, the Indemnifying Party shall at all times act as if all Damages relating to such Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in the defense of any Third Party Claim defended by the Indemnifying Party.