Common use of DEFENSE BY THE INDEMNITEE Clause in Contracts

DEFENSE BY THE INDEMNITEE. If the Indemnifying Party (i) fails to (or is not permitted under the terms hereof to) assume the defense of a Third Party Claim, or (ii) fails to diligently prosecute such defense, then the Indemnitee may defend against the Third Party Claim, at the Indemnifying Party's' sole cost, risk and expense, in such manner as the Indemnitee may deem appropriate, including, without limitation, settling the Third Party Claim on such terms as the Indemnitee may deem appropriate; provided that the Indemnifying Party will be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnitee defends the Third Party Claim in accordance with this SECTION 7.4(C) and the Indemnifying Party wishes to participate in such action the Indemnifying Party shall, at the Indemnifying Party's sole cost, risk and expense, cooperate with the Indemnitee and its counsel in all respects and deliver to the Indemnitee and its counsel copies of all pleadings and other information within the Indemnifying Party's' possession or control requested by the Indemnitee or its counsel.