Common use of Indemnifying Party Does Not Conduct Defense Clause in Contracts

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 have the option to conduct the Defense defense of such Third-Third Party Claim or does not validly elect such option or does not preserve such option (including by failing to commence such Defense defense within 30 thirty (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 rightsNotice), 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 (A) the Indemnifying Party may participate, at its own expense, in such defense (subject to the other limitations of this ARTICLE 8) including any Proceeding regarding such Third Party Claim) and the Claiming Party will have the right to receive copies of all notices, pleadings or other similar submissions regarding such defense, (B) the Claiming Party will keep the Indemnifying Party reasonably informed of all matters material to such defense and Third Party Claim at all stages thereof, (C) the Indemnifying Party will not admit liability with respect to, or compromise or settle settle, such Third-Third Party Claim without the Claiming Party’s prior written consent (which consent will not be unreasonably withheld or delayed), and (D) there will be no compromise or settlement of such Third Party Claim without the consent of the Indemnifying Party; provided, however, that any compromise or settlement without the Party (which consent of the Indemnifying Party shall will not be determinative of its Losses hereunder unreasonably withheld or whether such Indemnifying Party has an indemnification obligation hereunderdelayed).