Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 11.3.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.215.3, any Indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 15.3 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.2the foregoing, any Indemnitee Indemnified Party will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the IndemniteeIndemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.310.3, in which case the Indemnified Party will be allowed to control the defensedefense at the Indemnifying Party’s expense.

Right to Participate in Defense. Without limiting Section 11.3.2the foregoing, any Indemnitee Indemnified Party will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the IndemniteeIndemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.39.3, in which case the Indemnified Party will be allowed to control the defensedefense at the Indemnifying Party’s expense.

Right to Participate in Defense. Without limiting Section 11.3.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, in which case the Indemnified Party will be allowed to control the defensedefense at the indemnifying Party’s expense.

Right to Participate in Defense. Without limiting Section 11.3.210.2.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.310.2.2, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.28.3, any Indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 8.3 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.210.3, any Indemnitee indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemniteeindemnitee’s own expense unless (ia) the employment and reimbursement thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, or (iib) the Indemnifying indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) of the claim and employ counsel in accordance with this Section 11.3, 10.3 (in which case the Indemnified indemnified Party will be allowed to control the defense.),

Right to Participate in Defense. Without limiting Section 11.3.211.3(b), any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ engage counsel of its choice for such purpose; provided, however, that such employment engagement will be at the Indemnitee’s own expense unless (i) the employment engagement thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ engage counsel in accordance with this Section 11.311.3(c), in which case the Indemnified Party Indemnitee will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.210.3.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.310.3, in which case the Indemnified Party will be allowed to control the defense, or (iii) any matter that is subject to indemnification under Section 10.1(vi), in which case the reasonable cost of such employment of counsel shall be at the Indemnifying Party’s expense.

Right to Participate in Defense. Without limiting Section 11.3.212.3.2 (Control of Defense), any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that but such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (of, or failed to continue to defend in good faith, such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.312.3 (Indemnification Procedures), in which case the Indemnified Party will be allowed to control the defensedefense at the Indemnifying Party’s cost and expense.

Right to Participate in Defense. Without limiting Section 11.3.29.3.2 (Control of Defense), any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.39.3 (Indemnification Procedures), in which case case, the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.213.3.2 (Control of Defense) above, any Indemnitee will be entitled to participate in in, but not control, the defense of a such Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 13.3.2 (Control of Defense) (in which case the Indemnified Party will be allowed to control the defense.). ***Confidential Treatment Requested

Right to Participate in Defense. Without limiting Section 11.3.211.3.2 above, any Indemnitee will be entitled to participate in in, but not control, the defense of a such Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 11.3.2 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.214.4.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.314.4, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.213.3(b), any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.313.3, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.28.3.2 (Control of Defense), any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.38.3 (Indemnification Procedures), in which case case, the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.213.4, any Indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 13.4 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.213.3, any Indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s 's own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 13.3 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.27.3.2(a), any Indemnitee will shall be entitled to participate in in, but not control, the defense of a such Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will shall be at the Indemnitee’s 's own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, or (ii) the Indemnifying indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, in which case the Indemnified Party will be allowed to control the defense.7.3.2

Right to Participate in Defense. Without limiting Section 11.3.29.3.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.39.3, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.211.4.2, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.311.4, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.212.3.2, any Indemnitee will be entitled to participate in in, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.312.3.3, in which case the Indemnified Party will be allowed to control the defense.

Right to Participate in Defense. Without limiting Section 11.3.212.3, any Indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 12.3 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.2the foregoing, any Indemnitee Indemnified Party will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the IndemniteeIndemnified Party’s own expense unless (i) the employment and reimbursement thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.310.3, in which case the Indemnified Party will be allowed to control the defensedefense at the Indemnifying Party’s expense.

Right to Participate in Defense. Without limiting Section 11.3.211.3, any Indemnitee will be entitled to participate in in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s 's own expense unless (ia) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iib) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 11.3 (in which case the Indemnified Party will be allowed to control the defense).

Right to Participate in Defense. Without limiting Section 11.3.29.3.2 above, any Indemnitee will be entitled to participate in in, but not control, the defense of a such Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense (or continue to defend such Third Party Claim in good faith) and employ counsel in accordance with this Section 11.3, 9.3.2 (in which case the Indemnified Party will be allowed to control the defense).