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

Indemnification Procedure – Third Party Claims. The party or other Indemnitee intending to claim indemnification under this Section 7.1 (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of any Third Party Claim in respect of which the Indemnified Party intends to claim such indemnification (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency), and the Indemnifying Party shall assume the defense thereof (with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party) whether or not such Third Party Claim is rightfully brought; provided, however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, with the fees and expenses to (unless the Indemnifying Party does not assume the defense or unless a representation of both the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between them, in which case the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party) be paid at its own expense. Provided, that in no event shall the Indemnifying Party be required to pay for more than one separate counsel no matter the number or circumstances of all Indemnified Parties. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the reasonable fees and expenses of counsel retained by the Indemnified Party and all other reasonable expenses of investigation and litigation. The Indemnifying Party shall not be liable for the indemnification of any Third Party Claim settled (or resolved by consent to the entry of judgment) by the Indemnified Party without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Third Party Claim, the Indemnifying Party shall have the right to settle such Third Party Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Third Party Claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action.

Indemnification Procedure – Third Party Claims. The party or other Indemnitee intending to claim indemnification under this Section 7.1 (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of any Third Party Claim in respect of which the Indemnified Party intends to claim such indemnification (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency), and the Indemnifying Party shall assume the defense thereof (with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party) whether or not such Third Party Claim is rightfully brought; provided, however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, with the fees and expenses to (unless the Indemnifying Party does not assume the defense or unless a representation of both the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between them, in which case the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party) be paid at its own expense. Provided, that in no event shall the Indemnifying Party be required to pay for more than one separate counsel no matter the number or circumstances of all Indemnified Parties. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the reasonable fees and expenses of counsel retained by the Indemnified Party and all other reasonable expenses of investigation and litigation. The Indemnifying Party shall not be liable for the indemnification of any Third Party Claim settled (or resolved by consent to the entry of judgment) by the Indemnified Party without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Third Party Claim, the Indemnifying Party shall have the right to settle such Third Party Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Third Party Claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action.and

Indemnification Procedure – Third Party Claims. The party or other Indemnitee intending to claim indemnification under this Section 7.1 (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of a. If any Third Party Claim in respect of which the Indemnified Party intends to seek indemnification pursuant to this Article 6 for any matter involving a claim brought by a third party (a “Third Party Claim”), against such indemnification (providedIndemnified Party, that no delay or deficiency on it shall deliver a Claim Notice to the part of Indemnifying Party promptly after receipt by the Indemnified Party in of notice of a Third Party Claim. The failure to so notifying notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability or obligation under this Agreement its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiencyParty. Subject to Section 6.6(c), and the Indemnifying Party shall be entitled to assume the legal defense thereof (with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party) whether or not such Third Party Claim is rightfully brought; provided, however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, with the fees and expenses to (unless the Indemnifying Party does not assume the defense or unless a representation of both notify the Indemnified Party and in writing, within ten (10) Business Days of receipt of the Indemnifying Party by the same counsel would be inappropriate due Claim Notice, of its intent to the actual or potential differing interests between them, in which case the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party) be paid at its own expense. Provided, that in no event shall the Indemnifying Party be required to pay for more than one separate counsel no matter the number or circumstances of all Indemnified Parties. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the reasonable fees and expenses of counsel retained by the Indemnified Party and all other reasonable expenses of investigation and litigation. The Indemnifying Party shall not be liable for the indemnification of any Third Party Claim settled (or resolved by consent to the entry of judgment) by the Indemnified Party without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Third Party Claim, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party (the “Indemnifying Party Defense Notice”). The Indemnified Party shall have the right to settle employ separate counsel in any such Third action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Claim; providedunless (i) the payment of such counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, that (ii) the Indemnifying Party shall obtain have failed to assume the prior written consent defense of such action or (which shall not be unreasonably withheld, conditioned or delayediii) of the Indemnified Party before entering into named parties to any settlement of such Proceeding (or resolving by consent to the entry of judgment uponincluding any impleaded parties) such Third Party Claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against include both the Indemnified Party and (B) the sole relief provided Indemnifying Party, and the Indemnifying Party shall have been advised by reasonable counsel that there is monetary damages that are paid a conflict for counsel in full by representing both the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any actionwhich cannot appropriately be waived.

Indemnification Procedure – Third Party Claims. The party or other Indemnitee intending to claim indemnification under this Section 7.1 (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of a.If any Third Party Claim in respect of which the Indemnified Party intends to seek indemnification pursuant to this Article 6 for any matter involving a claim brought by a third party (a “Third Party Claim”), against such indemnification (providedIndemnified Party, that no delay or deficiency on it shall deliver a Claim Notice to the part of Indemnifying Party promptly after receipt by the Indemnified Party in of notice of a Third Party Claim. The failure to so notifying notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability or obligation under this Agreement its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiencyParty. Subject to Section 6.6(c), and the Indemnifying Party shall be entitled to assume the legal defense thereof and shall notify the Indemnified Party in writing, within ten (with 10) Business Days of receipt of the Claim Notice, of its intent to assume the control of the defense of any such Third Party Claim, including, at its own expense, employment of counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party) whether or not such Third Party Claim is rightfully brought; provided, however, that an (the “Indemnifying Party Defense Notice”). The Indemnified Party shall have the right to retain its own employ separate counsel in any such action and participate in the defense thereof, with but the fees and expenses to of such counsel shall be at the expense of the Indemnified Party unless (unless i) the payment of such counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, (ii) the Indemnifying Party does not shall have failed to assume the defense of such action or unless a representation of (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between themParty, in which case the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party) be paid at its own expense. Provided, that in no event shall the Indemnifying Party be required to pay for more than one separate counsel no matter the number or circumstances of all Indemnified Parties. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred have been advised by reasonable counsel that there is a conflict for counsel in representing both the Indemnifying Party and on demand) the reasonable fees and expenses of counsel retained by the Indemnified Party and all other reasonable expenses of investigation and litigationwhich cannot appropriately be waived. The Indemnifying Party shall not be liable for x.Xx the indemnification of any Third Party Claim settled (or resolved by consent to the entry of judgment) by the Indemnified Party without the written consent of the Indemnifying Party. Also, if event that the Indemnifying Party shall control does deliver an Indemnifying Party Defense Notice and thereby elects to conduct the defense of any such the Third Party Claim, the Indemnifying Party shall have the right to settle conduct such defense subject to this Section 6.6(b) and 6.6(c). The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Party to participate (at the Indemnified Party’s cost and expense) in the defense of the Third Party Claim. The Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense (except as provided above) to participate in the defense assisted by counsel of its own choosing; provided that in such cases the Indemnified Party shall have the right to compromise and settle the Third Party Claim only with the prior written consent of the Indemnifying Party (unless the Indemnified Party chooses to waive any right to indemnity for the amount of such settlement), such consent not be unreasonably withheld; provided, further, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of any judgment uponor enter into any settlement without the prior written consent of the Indemnified Party if (i) such Third judgment or settlement is not entirely indemnifiable by the Indemnifying Party Claim unless pursuant to this Article 6, (Aii) there is no such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, (iii) such judgment or settlement would result in the finding or admission of any violation of law Law, or any violation (iv) as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. c.Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the rights defense or settlement of any person or entity Third Party Claim (unless otherwise agreed to in writing by an the Indemnified Party) and shall, no requirement that subject to the Indemnifying Party being obligated to indemnify the Indemnified Party admit fault or culpabilityunder this Article 6, pay the reasonable actual fees and no adverse effect on any other claims that may be made expenses of counsel retained by or against the Indemnified Party and if (Bi) the sole relief provided claim for indemnification is monetary damages with respect to a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party shall have been advised by reasonable counsel that are paid in full by there is a conflict of interest between the Indemnifying Party and such settlement does not require the Indemnified Party which cannot appropriately be waived, (iii) the claim seeks an injunction, equitable relief or other damages that are not money damages against any Indemnified Party, or (iv) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party is failing to take (prosecute or refrain from takingdefend the Third Party Claim actively and diligently. Without limiting the generality of the foregoing, the Parties expressly agree that Seller shall assume control of the defense or settlement of any Third Party Claims for which indemnification is sought under Section 6.2(c), Section 6.2(d) any actionor Section 6.2(e). Section 6.7.