Common use of Conduct of Proceedings Clause in Contracts

Conduct of Proceedings. Each Party shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the said indemnity; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through legal advisers of its choice if it (a) gives notice of its intention to do so to the first-mentioned Party, (b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Clause 12.5, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayed.

Conduct of Proceedings. Each Party and each other indemnitee shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third third-party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through legal advisers of upon its choice if it (a) gives giving written notice of its intention to do so thereof to the first-mentioned Indemnified Person. The Indemnified Person shall provide reasonable assistance to the Indemnifying Party, (b) acknowledges at the Indemnifying Party’s expense, in writing its obligation to indemnify that connection with such claim, action, suit or proceeding. Upon such assumption, the Indemnifying Party to shall reimburse the full extent provided by this Clause 12.5, and (c) reimburses that Party Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifying Indemnifying Party. Neither The Indemnifying Party shall settle or compromise any keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayed.proceeding. Except as set forth in

Conduct of Proceedings. Each Party shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the said indemnity; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice if it (a) gives notice of its intention to do so to the first-mentioned Party, (b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Clause 12.5, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayed.

Conduct of Proceedings. Each Party and each other indemnitee shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that . The Indemnified Person shall provide reasonable assistance to the indemnifying Party shall be entitledIndemnifying Party, at its optionthe Indemnifying Party’s expense, to assume and control the defense of in connection with such claim, action, suit or proceeding at its expense and through legal advisers of its choice if it (a) gives notice of its intention to do so to proceeding. Upon such assumption, the first-mentioned Party, (b) acknowledges in writing its obligation to indemnify that Indemnifying Party to shall reimburse the full extent provided by this Clause 12.5, and (c) reimburses that Party Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifying Indemnifying Party. Neither The Indemnifying Party shall settle or compromise any keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding in respect of which it is entitled proceeding. The Indemnifying Party will not be liable to be indemnified the Indemnified Person under this Article for any legal fees or expenses subsequently incurred by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayedIndemnified Person in connection with such defense.

Conduct of Proceedings. Each Party shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the said indemnity; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice if it (a) gives notice of its intention to do so to the first-mentioned Party, (b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Clause 12.5, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayedwithheld.

Conduct of Proceedings. Each Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified indem­nified hereunder, and the reasonable costs and expenses thereof shall be subject to the said indemnity; , provided that the indemnifying Party obligated to indemnify the other Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through legal advisers of its choice if it it: (a) gives notice of its intention to do so to the first-mentioned other Party, , (b) acknowledges in writing its obligation to indemnify that the other Party to the full extent provided by this Clause 12.5Article, and and (c) reimburses that the other Party for the reasonable costs and expenses previously incurred by it the other Party prior to the assumption of such defense by the indemnifying PartyParty obligated to provide indemnification. Neither No Party entitled to indemnification shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Partythe Party obligated to provide indemnification, which consent shall not be unreasonably conditioned, or arbitrarily withheld or delayed.