Common use of Defense by Indemnifying Party Clause in Contracts

Defense by Indemnifying Party. In connection with any claim by a third party giving rise to indemnity hereunder, the indenmifying party at its sole cost and expense may, upon written notice to the indemnified party, assume the defense of such claim if it acknowledges to the indemnified party in writing its obligations to indemnify the indemnified party with respect to all elements of such claim. The indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the indemnifying party does not assume the defense of any such claim or litigation resulting therefrom, (a) the indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate, and (b) the indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense.

Defense by Indemnifying Party. In connection with any claim by a third party giving rise to indemnity hereunderhereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified partyIndemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the indemnified party Indemnified Party in writing its obligations to indemnify the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromtherefrom within 30 days after the date it is notified that such claim has been made, (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may reasonably deem appropriate, including including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense.

Defense by Indemnifying Party. In connection with any claim by any Indemnified Party resulting from or arising out of any claim or legal proceeding by a third person who is not a party giving rise to indemnity hereunderthis Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified partyIndemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the indemnified party Indemnified Party in writing its obligations obligation to indemnify the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromtherefrom within thirty (30) days after the date of such claim is made, (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense.

Defense by Indemnifying Party. In connection with any claim by a third party giving rise to indemnity hereunderhereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified partyIndemnified Party, assume the defense of any such claim or legal proceeding if it (i) the claim is one for money damages only and (ii) the Indemnifying Party acknowledges to the indemnified party Indemnified Party in writing its obligations to indemnify indemnity the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, therefrom within thirty (30) days after the date such claim is made; (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense.

Defense by Indemnifying Party. In connection with any claim by a third party giving ----------------------------- rise to indemnity hereunderhereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified partyIndemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the indemnified party Indemnified Party in writing its obligations to indemnify the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromtherefrom within 30 days after the date such claim is made, (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including including, without limitation, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense.

Defense by Indemnifying Party. In connection with any claim by a third party giving rise to indemnity hereunderhereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified party, Indemnified Party; assume and control the defense of any such claim or legal proceeding if it acknowledges to the indemnified party Indemnified Party in writing its obligations to indemnify the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromtherefrom within 30 days after the date such claim is made, (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense.the

Defense by Indemnifying Party. In connection with any claim by any ----------------------------- Indemnified Party resulting from or arising out of any claim or legal proceeding by a third person who is not a party giving rise to indemnity hereunderthis Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified partyIndemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the indemnified party Indemnified Party in writing its obligations obligation to indemnify the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromtherefrom within thirty (30) days after the date of such claim is made, (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense.

Defense by Indemnifying Party. In connection with any claim by an Indemnified Party resulting from or arising out of any claim or legal proceeding by a third person who is not a party giving rise to indemnity hereunderthis Agreement, the indenmifying party Indemnifying Party at its sole cost and expense may, upon written notice to the indemnified partyIndemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the indemnified party Indemnified Party in writing its obligations obligation to indemnify the indemnified party Indemnified Party with respect to all elements of such claim. The indemnified party Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the indemnifying party Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromtherefrom within thirty (30) days after the date of such claim is made, (a) the indemnified party Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying partyIndemnifying Party, on such terms as the indemnified party Indemnified Party may deem appropriate, and (b) the indemnifying party Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense.