Common use of Failure to Assume Defense Clause in Contracts

Failure to Assume Defense. If the Indemnifying Party, by the thirtieth day after receipt of notice of any such claim (or, if earlier, by the fifth day preceding the day on which an answer or other pleading must be 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, HOWEVER, that the Indemnified Party shall not settle or compromise such claim without the Indemnifying Party's consent, which consent shall not be unreasonably withheld.

Failure to Assume Defense. If the Indemnifying Party, Party by the thirtieth 15th day after receipt of notice of any such claim (or, or if earlier, earlier by the fifth 5th day preceding the day on which an the answer or other pleading must be served 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 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, HOWEVERprovided however, that the Indemnified Party shall will not settle or compromise such claim without the Indemnifying Party's Parties consent, which consent shall will not be unreasonably withheld.; and provided further, that the Indemnifying Party will have the right to assume the