Common use of Claims Settlement Clause in Contracts

Claims Settlement. Payment by an Indemnified Party to a third party shall not be a condition precedent to the obligations of the Indemnifying Party under this Article XII. An Indemnified Party which becomes entitled to indemnification under this Article XII shall promptly notify the other Party of any claim or proceeding in respect of which it is to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party obligated to give such notice becomes aware of such claim or proceeding. Failure to give such notice shall not excuse an indemnification obligation except to the extent failure to provide notice adversely affects the Indemnifying Party’s interests in a material respect. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Party. If the Indemnifying Party fails to assume the defense ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 43 of 66 Page 43 of 66 of a claim, the indemnification of which is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim may be made only with the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed), or absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. In the event that the Buyer is the indemnified party hereunder, it may draw upon any Performance Assurance to satisfy the unpaid portion of any such indemnity claim. Article XII shall survive termination of this Agreement, as provided in Section 15.19.

Claims Settlement. Payment by an Indemnified Party to a third party shall not be a condition precedent to the obligations of the Indemnifying Party under this Article XII. An Indemnified Party which becomes entitled to indemnification under this Article XII shall promptly notify the other Party of any claim or proceeding in respect of which it is to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party obligated to give such notice becomes aware of such claim or proceeding. Failure to give such notice shall not excuse an indemnification obligation except to the extent failure to provide notice adversely affects the Indemnifying Party’s interests in a material respect. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Partyits own expense. If the Indemnifying Party fails to assume the defense ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 43 of 66 Page 43 of 66 of a claim, the indemnification of which is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim may be made only with the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed), or absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. In the event that the Buyer is the indemnified party hereunder, it may draw upon any Performance Assurance to satisfy the unpaid portion of any such indemnity claim. Article XII shall survive termination of this Agreement, as provided in Section 15.19.

Claims Settlement. Payment by an Indemnified Party to a third party shall not be a condition precedent to the obligations of the Indemnifying Party under this Article XII. An Indemnified Party which becomes entitled to indemnification under this Article XII shall promptly notify the other Party of any claim or proceeding in respect of which it is to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party obligated to give such notice becomes aware of such claim or proceeding. Failure to give such notice shall not excuse an indemnification obligation except to the extent failure to provide notice adversely affects the Indemnifying Party’s 's interests in a material respect. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Party. If the Indemnifying Party fails to assume the defense ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 43 of 66 Page 43 of 66 of a claim, the indemnification of which is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim may be made only with the Indemnifying Party’s 's consent (which shall not be unreasonably withheld or delayed), or absent such consent, written opinion of the Indemnified Party’s 's counsel that such claim is Page42 of67 meritorious or warrants settlement. In the event that the Buyer is the indemnified party hereunder, it may draw upon any Performance Assurance to satisfy the unpaid portion of any such indemnity claim. Article XII shall survive termination of this Agreement, as provided in Section 15.19.

Claims Settlement. Payment by an Indemnified Party to a third party shall not be a condition precedent Condition Precedent to the obligations of the Indemnifying Party under this Article XII. An Indemnified Party which becomes entitled to indemnification under this Article XII shall promptly notify the other Party of any claim or proceeding in respect of which it is to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party obligated to give such notice becomes aware of such claim or proceeding. Failure to give such notice shall not excuse an indemnification obligation except to the extent failure to provide notice adversely affects the Indemnifying Party’s 's interests in a material respect. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Party. If the Indemnifying Party fails to assume the defense ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 43 of 66 Page 43 of 66 of a claim, the indemnification of which is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim may be made only with the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed), or absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. In the event that the Buyer is the indemnified party hereunder, it may draw upon any Performance Assurance to satisfy the unpaid portion of any such indemnity claim. Article XII shall survive termination of this Agreement, as provided in Section 15.19.EXECUTION VERSION

Claims Settlement. Payment by an Indemnified Party to a third party shall not be a condition precedent to the obligations of the Indemnifying Party under this Article XII. An Indemnified Party which becomes entitled to indemnification under this Article XII shall promptly notify the other Party of any claim or proceeding in respect of which it is to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party obligated to give such notice becomes aware of such claim or proceeding. Failure to give such notice shall not excuse an indemnification obligation except to the extent failure to provide notice adversely affects the Indemnifying Party’s interests in a material respect. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 44 of 150 Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Partyits own expense. If the Indemnifying Party fails to assume the defense ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 43 of 66 Page 43 of 66 of a claim, the indemnification of which is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim may be made only with the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed), or absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. In the event that the Buyer is the indemnified party hereunder, it may draw upon any Performance Assurance to satisfy the unpaid portion of any such indemnity claim. Article XII shall survive termination of this Agreement, as provided in Section 15.19.

Claims Settlement. Payment by an Indemnified Party to a third party shall not be a condition precedent to the obligations of the Indemnifying Party under this Article XII. An Indemnified Party which becomes entitled to indemnification under this Article XII shall promptly notify the other Party of any claim or proceeding in respect of which it is to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party obligated to give such notice becomes aware of such claim or proceeding. Failure to give such notice shall not excuse an indemnification obligation except to the extent failure to provide notice adversely affects the Indemnifying Party’s 's interests in a material respect. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Party. If the Indemnifying Party fails to assume the defense ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 43 of 66 Page 43 of 66 of a claim, the indemnification of which is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such claim; provided, however, that settlement or full payment of any such claim may be made only with the Indemnifying Party’s 's consent (which shall not be unreasonably withheld or delayed), or absent such consent, written opinion of the Indemnified Party’s 's counsel that such claim is meritorious or warrants settlement. In the event that the Buyer is the indemnified party hereunder, it may draw upon any Performance Assurance to satisfy the unpaid portion of any such indemnity claim. Article XII shall survive termination of this Agreement, as provided in Section 15.19.