Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. Except as otherwise provided herein, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; PROVIDED, HOWEVER, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its sole cost and expense. The Seller and the Purchaser agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. If the Indemnitee shall settle any such proceeding without the prior written consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article IX with respect to any Damages occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided herein, in In the event of the initiation of any legal or administrative or other proceeding against an Indemnitee by a third partyparty for which indemnification is sought pursuant to this Article IX, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; PROVIDEDprovided, HOWEVERhowever, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its sole cost and expense. The Seller and the Purchaser parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense and settlement of such proceeding. If the Indemnitee shall settle any such proceeding without the prior written consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article IX with respect to any Damages occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided herein, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; PROVIDEDprovided, HOWEVERhowever, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its sole cost and expense. The Seller and the Purchaser parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. If the Indemnitor elects not to defend any such proceeding, the Indemnitee shall may settle any such proceeding without the prior written consent of the Indemnitor, and the Indemnitor shall indemnify and hold the Indemnitee shall thereafter have no claim against the Indemnitor under this Article IX harmless with respect to any Damages loss, liability, claim, obligation, damage and expense occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided herein, in the event of the initiation of any legal proceeding Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of noticethe notice provided for in Section 14.6, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage Damages indemnified against hereunder; PROVIDED, HOWEVER, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its sole cost and expense. The Seller and the Purchaser parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceedingLegal Proceeding, claim or demand, including by providing any pertinent records, materials or information within their control as may be reasonably required. To the extent the Indemnitor elects not to defend such proceedingLegal Proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceedingLegal Proceeding, claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. If the Indemnitee shall settle any such proceeding without the prior written consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article IX XIV with respect to any Damages occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided herein, in the event of the initiation of any legal proceeding against an Indemnitee Indemnified Party by a third party, the Indemnitor Indemnifying Party shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, claim or demand which relates to any loss, liability or damage indemnified against hereunder; PROVIDEDprovided, HOWEVERhowever, that the Indemnitee Indemnified Party may participate in any such proceeding with counsel of its choice and at its sole cost and expense. The Seller and the Purchaser parties hereto agree to cooperate fully with each other in connection with the defense, negotiation negotiations or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor Indemnifying Party elects not to defend such proceeding, claim or demand, and the Indemnitee Indemnified Party defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee Indemnified Party may retain counsel, at the expense of the IndemnitorIndemnifying Party to the extent that the Indemnified Party has a recoverable claim under Section 11.3 against the Indemnifying Party, and control the defense of such proceeding. If the Indemnitee Indemnified Party shall settle any such proceeding without the prior written consent of the IndemnitorIndemnifying Party, the Indemnitee Indemnified Party shall thereafter have no claim against the Indemnitor under this Article IX Indemnifying Party with respect to any Damages loss, liability, claim, obligation, damage and expense occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided hereinin Article XII hereof, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage Losses indemnified against hereunder; PROVIDEDprovided, HOWEVERhowever, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its sole cost expense and expensethe Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The Seller and the Purchaser parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim claims or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim claim-or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. If the The Indemnitee shall may not settle any such proceeding without the prior written consent of the Indemnitor, the Indemnitee which shall thereafter have no claim against the Indemnitor under this Article IX with respect to any Damages occasioned by such settlementnot be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. Except as otherwise provided hereinin Article XI hereof, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage Losses indemnified against hereunder; PROVIDEDprovided, HOWEVERhowever, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its sole cost expense and expensethe Indemnitor shall not settle any such proceeding, claim or demand unless Indemnitee is fully released without any admission of liability. The Seller and the Purchaser parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim claims or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee Indenmitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. If the The Indemnitee shall may not settle any such proceeding without the prior written consent of the Indemnitor, the Indemnitee which shall thereafter have no claim against the Indemnitor under this Article IX with respect to any Damages occasioned by such settlementnot be unreasonably withheld or delayed.