Indemnifying Party Does Not Conduct Defense Clause Samples
The "Indemnifying Party Does Not Conduct Defense" clause defines what happens if the party responsible for indemnifying (covering losses or damages) does not take control of the legal defense in a claim or lawsuit. In practice, this means that if the indemnifying party declines or fails to defend the indemnified party, the latter may assume responsibility for their own defense, often with the right to recover reasonable costs from the indemnifying party. This clause ensures that the indemnified party is not left unprotected in legal proceedings and clarifies the allocation of defense responsibilities and associated expenses.
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not have the option to conduct the Defense of such Third Party Claim or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 10 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 7), and the Claiming Party will have the right to compromise or settle such Third Party Claim without the consent of the Indemnifying Party.
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not validly elect to conduct the defense of such Third Party Claim, then the Claiming Party may conduct the defense of such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of the Claiming Party in connection therewith, and the Claiming Party may compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not have the option to conduct the Defense of such Third-Party Claim or does not validly elect such option or does not preserve such option (including by failing to commence such Defense within 30 days following receipt of such Initial Claim Notice or within the shorter period, if any, during which a Defense must be commenced for the preservation of rights), then the Claiming Party may conduct the Defense of such Third-Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this ARTICLE 8) and the Claiming Party will have the right to compromise or settle such Third-Party Claim without the consent of the Indemnifying Party; provided, however, that any compromise or settlement without the consent of the Indemnifying Party shall not be determinative of its Losses hereunder or whether such Indemnifying Party has an indemnification obligation hereunder.
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not elect to conduct the Defense of such Third Party Claim, then the Claiming Party (A) may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, the conduct of such Defense being at the expense of the Indemnifying Party (subject to the other limitations of this Article 8 and to the extent the Indemnifying Party is otherwise obligated under this Article 8), (B) will keep each other applicable Party reasonably informed of all matters material to such Defense and Third Party Claim at all stages thereof and (C) will have the right to compromise or settle such Third Party Claim after receiving the consent of the Indemnifying Party (which consent will not be unreasonably withheld).
Indemnifying Party Does Not Conduct Defense. If the Indemnifying Party does not conduct the Defense of such Third Party Claim, then the Claiming Party may conduct the Defense of such Third Party Claim in any manner that the Claiming Party reasonably deems appropriate, at the expense of the Indemnifying Party (subject to the other limitations of this Article 9 and to the extent that the Indemnifying Party is obligated therefor), except that no Party will (and each Party will cause its Other Indemnified Persons not to) admit Liability with respect to, or compromise or settle, such Third Party Claim without each other Party’s prior written consent (which consent will not be unreasonably withheld, conditioned, or delayed).