Common use of Failure to Assume Defense Clause in Contracts

Failure to Assume Defense. If the Indemnifying Party by the 15th day after receipt of notice of such claim (or if earlier by the 5th day preceding the day on which the answer or other pleading must be filed in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to Indemnifying Party) have the right to undertake defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided however, that the Indemnified Party will not settle or compromise such claim without the Indemnifying Parties consent, which consent will not be unreasonably withheld; and provided further, that the Indemnifying Party will have the right to assume the

Failure to Assume Defense. If the Indemnifying Party Party, by ------------------------- the 15th fifteenth day after receipt of notice of any such claim (or or, if earlier earlier, by the 5th fifth day preceding the day on which the an answer or other pleading must be filed served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided provided, however, that the Indemnified Party will shall not settle or compromise such claim without the Indemnifying Parties Party's consent, which consent will shall not be unreasonably withheld; and provided furtherfurther that, that the Indemnifying Party will shall have the right to assume thethe defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.

Failure to Assume Defense. If the Indemnifying Party Party, by the 15th fifteenth day after receipt of notice of any such claim (or or, if earlier earlier, by the 5th fifth day preceding the day on which the an answer or other pleading must be filed served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided provided, however, that the Indemnified Party will shall not settle or compromise such claim without the Indemnifying Parties Party's consent, which consent will shall not be unreasonably withheld; and provided furtherfurther that, that the Indemnifying Party will shall have the right to assume thethe defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.

Failure to Assume Defense. If the Indemnifying Party Party, by the 15th tenth day after receipt of notice of any such claim (or or, if earlier earlier, by the 5th fifth day preceding the day on which the an answer or other pleading must be filed served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided provided, however, that the Indemnified Party will shall not settle or compromise such claim without the Indemnifying Parties Party's consent, which consent will shall not be unreasonably withheld; and provided furtherfurther that, that the Indemnifying Party will shall have the right to assume thethe defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.

Failure to Assume Defense. If the Indemnifying Party Party, by the 15th fifteenth day after receipt of notice of any such claim (or or, if earlier earlier, by the 5th fifth day preceding the day on which the an answer or other pleading must be filed served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided provided, however, that the Indemnified Party will shall not settle or compromise such claim without the Indemnifying Parties Party's consent, which consent will shall not be unreasonably withheld; and provided furtherfurther that, that the Indemnifying Party will shall have the right to assume thethe defense of such 152 claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.

Failure to Assume Defense. If the Indemnifying Party Party, by the 15th ------------------------- fifteenth day after receipt of notice of any such claim (or or, if earlier earlier, by the 5th fifth day preceding the day on which the an answer or other pleading must be filed served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided provided, however, that the Indemnified Party will shall not settle or compromise such claim without the Indemnifying Parties Party's consent, which consent will shall not be unreasonably withheld; and provided furtherfurther that, that ------------------ * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the Indemnifying Party will shall have the right to assume thethe defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.

Failure to Assume Defense. If the Indemnifying Party Party, by the 15th ------------------------- fifteenth day after receipt of notice of any such claim (or or, if earlier earlier, by the 5th fifth day preceding the day on which the an answer or other pleading must be filed served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided provided, however, that the Indemnified Party will shall not settle or compromise such claim without the Indemnifying Parties Party's consent, which consent will shall not be unreasonably withheld; and provided furtherfurther that, that the Indemnifying Party will shall have the right to assume thethe defense of such claim with counsel of its own choosing at any time prior to settlement, compromise or final determination thereof.