Common use of Control of Defence Clause in Contracts

Control of Defence. In the event a Party seeks indemnification under Article XIII, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defence of the claim (including the right to settle the claim solely for monetary consideration and with an unconditional release of claims against the indemnitee), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defence of the claim. The indemnitee shall be entitled to participate, at its own expense and with its own counsel, in the defence of any indemnified claim and the Indemnifying Party shall not settle or compromise any such matter in any manner which would have an adverse effect upon the indemnitee without such indemnitee’s consent, which shall not be unreasonably withheld or delayed. In addition, if the Indemnifying Party believes that it is not obligated to provide indemnity as to a matter as to which it is requested to do so by an indemnitee and promptly so notifies the indemnitee, the indemnitee may either take action to enforce its rights hereunder or assume the defence of such claim with its own counsel at its own expense, provided that the Indemnifying Party will be responsible for the payment of such expenses if it is ultimately determined such indemnitee was entitled to indemnification hereby.

Control of Defence. In The Indemnifying Party shall have the event a Party seeks right, but not the obligation, to conduct and control, through counsel of its choosing, any action for which indemnification under Article XIIIis sought, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit and if the Indemnifying Party elects to assume direction and control of the defence of the claim (including the right to settle the claim solely for monetary consideration and with an unconditional release of claims against the indemnitee)thereof, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defence of the claim. The indemnitee shall be entitled to participate, at its own expense and with its own counsel, in the defence of any indemnified claim and the Indemnifying Party shall not settle be liable to the Indemnified Party for any legal expenses of other legal counsel, or compromise any other expenses subsequently incurred by such matter Indemnified Party in any manner which would have an adverse effect upon connection with the indemnitee without such indemnitee’s consent, which shall not be unreasonably withheld or delayeddefence thereof. In addition, if the The Indemnifying Party believes that it may settle any action, claim or suit for which the Indemnified Party is not obligated to provide indemnity as to a matter as to which it is requested to do so by an indemnitee and promptly so notifies the indemnitee, the indemnitee may either take action to enforce its rights hereunder or assume the defence of such claim with its own counsel at its own expense, seeking indemnification; provided that the Indemnifying Party will shall first give the Indemnified Party advance written notice of any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not to be responsible for unreasonably withheld, conditioned or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the payment investigation, defence, prosecution, negotiation, or settlement of any such expenses claim or suit. Each Party's indemnification obligations under this Clause 1111 shall not apply to amounts paid by an Indemnified Party in settlement of any action with respect to a Third Party claim, if it such settlement is ultimately determined such indemnitee was entitled effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the Indemnifying Party settle or ▇▇▇▇▇ any Third Party Claim in a manner that would diminish the rights or interests of the Indemnified Party, admit any liability, fault or guilt by the Indemnified Party or obligate the Indemnified Party to indemnification herebymake any payment, take any action, or refrain from taking any action, without the prior written approval of the Indemnified Party.