Common use of Failure to Assume Defense Clause in Contracts

Failure to Assume Defense. Failure by the Indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will be deemed a waiver by the Indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying indemnifying Party to notify the Indemnitee Beneficiary of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will shall be deemed a waiver by the Indemnifying indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee Beneficiary may defend against such Third Party Claim in any manner it deems appropriate, at the cost and expense of the Indemnifying Party. The Indemnitee Beneficiary may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts reasonably and in good faith and in a commercially reasonable mannerfaith.

Failure to Assume Defense. Failure by the Indemnifying indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will 10.3.1 shall be deemed a waiver by the Indemnifying indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will 5.3.1 shall be deemed a waiver by the Indemnifying indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a10.5(a) will be deemed a waiver by the Indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner that, in good faith, it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will 11.3.1 shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying Party indemnifying party to ------------------------- notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will 10.3.1 shall be deemed a waiver by the Indemnifying Party indemnifying party of its right to assume the defense of such Third Party Claim. In such event, event the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.6(a) will 9.3.1 shall be deemed a waiver by the Indemnifying indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying indemnifying ------------------------- Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) 30 calendar days after its receipt of notice thereof pursuant to Section 8.6(a) will shall be deemed a waiver by the Indemnifying indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts reasonably and in good faith and in a commercially reasonable mannerfaith.

Failure to Assume Defense. Failure by the Indemnifying Party Parties to notify the Indemnitee of its their election to assume the defense of any Third Party Claim within thirty (30) calendar days after its their receipt of notice thereof pursuant to Section 8.6(a9.4(a) will be deemed a waiver by the Indemnifying Party Parties of its their right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.

Failure to Assume Defense. Failure by the Indemnifying Party to notify the Indemnitee of its election to assume the defense of any Third Party Claim within thirty (30) 30 calendar days after its receipt of notice thereof pursuant to Section 8.6(a) will 10.3.1 shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such Third Party Claim. In such event, the Indemnitee may defend against such Third Party Claim in any manner it deems appropriate. The Indemnitee may settle such Third Party Claim Claim, or consent to the entry of any judgment with respect thereto, provided that it acts in good faith and in a commercially reasonable manner.