Common use of Control of Claims Clause in Contracts

Control of Claims. In connection with any third-party claim for which a party (such party, an "Indemnified Party") is entitled to indemnification under this Agreement, the Indemnified Party shall provide prompt written notice of such claim promptly following receipt thereof and tender defense to the party to provide such indemnification (such party, the "Indemnifying Party"), and the Indemnifying Party may elect to assume the defense of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party shall not compromise or settle the claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party fails to assume and commit to undertake such defense of the Indemnified Party within 15 days after notice of a third party claim, the Indemnified Party may elect to assume control of such defense and retain counsel therefor and be entitled to recover fees and expense to the extent provided in this Agreement. Notwithstanding the foregoing, if the Indemnifying Party disputes that any such matter is properly subject to an obligation of the Indemnifying Party to indemnify and defend hereunder, the parties shall submit the issue of entitlement to indemnification to binding arbitration to be held before a single arbitrator in Seattle, Washington in accordance with the rules of the American Arbitration Association.