Common use of Indemnification Procedure for Claims Clause in Contracts

Indemnification Procedure for Claims. In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.

Indemnification Procedure for Claims. The party or parties making a claim for indemnification under this Section 11 is, for the purposes of this Agreement, referred to as the "Indemnified Party" and the party or parties against whom claims are assured under this Section 11 is, for the purposes of this Agreement, referred to as the "Indemnifying Party". All claims by any Indemnified Party under this Section 11 must be asserted and resolved as follows: (1) In the event that (A) any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion claim, issuance of any claim order or of the commencement of any action or proceeding (collectively, a "Proceeding") is asserted or instituted by any Person who is not a party other than the parties hereto and their affiliates which could give rise to this Agreement or Losses for which an affiliate of a party Indemnified Party intends to this Agreement seek indemnification from an Indemnifying Party hereunder (a "Third Party Claim") against such or (B) any Indemnified PartyParty hereunder intends to make a claim to be indemnified by any Indemnifying Party hereunder which does not involve a Third Party Claim (a "Direct Claim", against which and together with a party to this Agreement is required to provide indemnification under this Agreement (an Third Party Claim, a "Indemnifying PartyClaim"), the Indemnified Party shall give written notice together with must promptly, and in any event within 60 days of the date on which the Indemnified Party (in the case of a statement corporation, its senior management) first becomes aware of any available information regarding such claim the existence of a Claim, send to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice specifying the nature of the Claim, the amount or estimated amount (which estimate will not be any evidence of the final amount of any Claim), and any information available to the Indemnified Party about the Claim (the a "Defense Claim Notice") within 15 days after receipt from ); provided, however, that any failure to give a Claim Notice will not waive any rights of the Indemnified Party except to the extent that the rights of notice of such claim, which notice by the Indemnifying Party shall specify are actually prejudiced. (2) In the counsel it will appoint to defend such claim ("Defense Counsel")event of a Third Party Claim, to conduct the Indemnifying Party may assume the defense of the Third Party Claim at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified PartyParty with counsel of his or its choice reasonably satisfactory to the Indemnified Party by providing written notice to the Indemnified Party of its assumption of the defense within 20 days of receipt of the Claim Notice (the "Defense Notice"); provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve the Indemnified Party's rights. (3) If the Indemnifying Party elects to conduct the defense of the Third Party Claim, the Indemnified Party shall have will cooperate with and make available to the right to approve Indemnifying Party all assistance and materials as may be reasonably requested by it, all at the Defense Counselexpense of the Indemnifying Party. The Indemnified Party may at its own expense participate in the defense assisted by counsel of its own choosing. (4) The Indemnified Party may compromise and settle the Third Party Claim only with the prior written consent of the Indemnifying Party, which approval shall consent will not be unreasonably withheld or delayed. The Indemnifying Party may not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, unless the entry of judgment or settlement is only for a liquidated dollar amount and in the event the Indemnifying Party and posts security adequate to the Indemnified Party cannot agree upon such counsel within 10 days after for the Defense Notice is provided, then payment of the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to judgment or the settlement amount. Without the prior written consent of the Indemnified Party's approval , which approval shall consent will not be unreasonably withheld or delayed, the Indemnifying Party may not enter into any settlement of any Third Party Claim or cease to defend against a Third Party Claim, if pursuant to or as a result of settlement or cessation: (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) the proposed settlement includes a written admission of guilt. If an offer is made to settle a Third Party Claim which all parties to the Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section only upon the prior written consent of the Indemnified Party, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the parties still fail Indemnified Party fails to agree on consent to the Defense Counselfirm offer within 30 calendar days after its receipt of notice, thenthe Indemnified Party may continue to contest or defend the Third Party Claim and, at such timein that event, they shall mutually agree the maximum liability of the Indemnifying Party as to the Third Party Claim will not exceed the amount of the settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of that 30 day period. (5) The Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have sole control over, the defense or settlement of any claim (i) to the extent that claim seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (ii) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith on that joint representation would be inappropriate (and in each case the cost of defense will constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (6) If the Indemnifying Party does not assume and conduct the defense of the Third Party Claim in accordance with Section 11(e)(2) above, the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim. (7) In the event of a procedure Direct Claim, unless the Indemnifying Party notifies the Indemnified Party within thirty (30) days of receipt of a Claim Notice that it disputes the claim, the amount of the claim will be conclusively deemed a liability of the Indemnifying Party hereunder and will be paid to determine the Defense Counsel.Indemnified Party immediately. (d)

Indemnification Procedure for Claims. In Whenever any claim shall ------------------------------------ arise for indemnification hereunder, the event that any Person party entitled to indemnification under this Agreement (an the "Indemnified Party") asserts a claim for indemnification shall promptly notify the other party or receives notice of parties ----------------- (the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party")) of the claim and, when known, the facts ------------------ constituting the basis for such claim; provided, that the Indemnified Party's failure to give such notice shall not affect any rights or remedies of an Indemnified Party shall give written notice together hereunder with respect to indemnification for damages except to the extent that (i) a statement claim is not made within the one year period or five year period, as the case may be, specified in Section 7.7, or (ii) the Indemnifying Party is materially prejudiced thereby. In the event of any available information regarding such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party within 30 days after learning shall specify, if known, the amount or an estimate of such the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim (or within such shorter time as may be necessary by a third party for which it is entitled to give indemnification hereunder, without the prior written consent of the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party (which shall not be unreasonably withheld) unless suit shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by been instituted against it and the Indemnifying Party shall specify the counsel it will appoint to defend not have taken control of such claim ("Defense Counsel"), to conduct at its expense the defense against such claim suit after notification thereof as provided in its own name, or if necessary in the name Section 7.5 of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counselthis Agreement.

Indemnification Procedure for Claims. In connection with any Loss arising from a Third Party Claim for which a Party (the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for seeks indemnification or receives notice of from the assertion of any claim or of other Party (the commencement of any action or proceeding by any Person who is not a party “Indemnifying Party”) pursuant to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party")Agreement, the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within 30 days after learning of such claim will: (or within such shorter time as may be necessary to a) give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon prompt written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified PartyThird Party Claim; provided, however, that failure to provide such notice will not relieve the Indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of the Third Party Claim; and (c) permit the Indemnifying Party to control the defense and settlement of the Third Party Claim; provided, however, that the Indemnifying Party will not without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed, consent to or enter into any compromise or settlement of any such Third Party Claim that commits the applicable indemnitee to take, or to forbear to take, any action or does not provide for a full and complete written release by the applicable Third Party of any applicable indemnitee. Further, the Indemnified Party shall have the right to approve participate (but not control) and be represented in any such suit or action by advisory counsel of its selection and at its own expense; provided that if an Indemnified Party determines in good faith that there is a reasonable probability that such Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to relief under this Agreement, then the Defense CounselIndemnified Party may, by giving written notice to the Indemnifying Party, assume control of the defense of any Third Party Claim, but will not without the Indemnifying Party’s prior written consent, which approval shall not be unreasonably withheld or delayed, and in consent to enter into any compromise or settlement of any such Third Party Claim if it involves a payment to be made on the event part of the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel.