Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. Any indemnified party submitting an indemnity claim under Section 7.01 or 7.02, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that in the case of the foregoing clauses (b) and/or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrary, with respect to any claim covered by Section 7.01 or 7.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any Each indemnifying Party’s obligations under this Section 10 are contingent upon the indemnified party submitting an indemnity claim under Section 7.01 or 7.02, as applicable Party (“Indemnified Party”), shall: (ai) promptly notify providing prompt written notice to the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause Claim (a) shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that any failure or delay in the case notice shall not affect any of the foregoing clauses (b) and/or (c), indemnified Party’s rights hereunder except to the Indemnifying extent the indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsiblematerially prejudiced thereby), (ii) does not impose injunctive or other equitable relief against allowing the Indemnified indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) includes an furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the Indemnified indemnified Party from any and all liability on claims that are arising out of the subject matter of such proceeding. Notwithstanding anything in this Article VII Claim, shall be deemed to directly and materially impair the contrary, with respect to any claim covered by Section 7.01 or 7.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expenseindemnified Party’s rights.

Indemnity Procedures. Any indemnified party Party submitting an indemnity claim under Section 7.01 6.1 or 7.026.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 6.1 or 7.026.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that in the case of the foregoing clauses (b) and/or (c)provided that, the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and Party, (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding, and (iv) does not require the Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Article VII to the contrarySection 6.3, with respect to any claim covered by Section 7.01 6.1 or 7.026.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified party submitting If any claim or action is asserted that would entitle an indemnity claim under Indemnitee to indemnification pursuant to Section 7.01 or 7.02, as applicable 8.2 (a “Indemnified PartyProceeding”), shall: (a) promptly notify the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable communication, seeking indemnification will give written notice or other action relating thereof to the event for Party from which indemnity indemnification is sought; provided that no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceedingsought promptly; provided, however, that in the case failure of the foregoing clauses (b) and/or (c)indemnified Party to give timely notice hereunder will not affect rights to indemnification hereunder, except to the Indemnifying extent that the indemnifying Party shall notdemonstrates actual damage caused by such failure. The indemnifying Party may elect to direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, without which election will be effective immediately upon the indemnified Party’s receipt of such written consent notice. The indemnifying Party will have the right to employ counsel reasonably acceptable to the indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of the Indemnified same, if the indemnifying Party deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not settle, compromise or settle consent to any suit or proceeding unless such compromise or settlement entry of judgment in, any Proceeding without obtaining either: (ia) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrary, with respect to all claims underlying such Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any claim covered by Section 7.01 or 7.02entry of judgment, as applicable, in any Proceeding without obtaining the Indemnified prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned). The Parties will fully cooperate with each other in its capacity as such) may participate in any Proceeding and will make available to each other any books or records useful for the defense at its own expenseof any such Proceeding.

Indemnity Procedures. Any (a) In order for an indemnified party submitting under this Article 7 (an indemnity claim under Section 7.01 or 7.02, as applicable (“Indemnified Party”)) to be entitled to any indemnification provided for under this Agreement, shall: (a) promptly the Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying Party party under Section 7.01 or 7.02, as applicable this Article 7 (the “Indemnifying Party”), of such claim ) in writing and furnish of its claim for indemnification for such Losses, specifying in reasonable detail the Indemnifying Party with a copy nature of the applicable communication, notice or other action relating to Losses and the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control amount of the defense (including the right liability estimated to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceedingaccrue therefrom; provided, however, that in failure to give notification will not affect the case of indemnification provided hereunder, except to the foregoing clauses (b) and/or (c), extent the Indemnifying Party shall not, without the written consent will have been actually prejudiced as a result of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceedingfailure. Notwithstanding anything in this Article VII to the contrary, with respect to any claim covered by Section 7.01 or 7.02, as applicableThereafter, the Indemnified Party (in its capacity as such) may participate in will deliver to the defense at its own expenseIndemnifying Party, within a reasonable period of time after the Indemnified Party’s receipt of such request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses. The Indemnifying Party shall control all litigation reflecting to the indemnification. Without limiting the foregoing, the Indemnified Party shall control choice of counsel, staffing, and all decisions to be made with the litigation.

Indemnity Procedures. Any indemnified party Party submitting an indemnity claim under Section 7.01 14.1 or 7.0214.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 14.1 or 7.0214.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; providedprovided that, however, that in the case of the foregoing clauses Sections (b) and/or or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrarySection 14.3, with respect to any claim covered by Section 7.01 14.1 or 7.0214.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified party Party submitting an indemnity claim under Section 7.01 7.1 or 7.027.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 7.1 or 7.027.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, provided that in the case of the foregoing clauses (b) and/or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and Party, (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding, and (iv) does not require the Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Article VII to the contrarySection 7.3, with respect to any claim covered by Section 7.01 7.1 or 7.027.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified party Party submitting an indemnity claim under Section 7.01 6.1 or 7.026.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 6.1 or 7.026.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; providedprovided that, however, that in the case of the foregoing clauses Sections (b) and/or or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrarySection 6.3, with respect to any claim covered by Section 7.01 6.1 or 7.026.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified party Party submitting an indemnity claim under Section 7.01 11.1 or 7.0211.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 11.1 or 7.0211.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this clause (a) Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; providedprovided that, however, that in the case of the foregoing clauses Sections (b) and/or or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrarySection 11.3, with respect to any claim covered by Section 7.01 11.1 or 7.0211.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified party submitting If any claim or action is asserted that would entitle an indemnity claim under Section 7.01 or 7.02, as applicable Indemnitee to indemnification pursuant to Sections 7.1 and 7.2 above (a “Indemnified PartyProceeding”), shall: (a) promptly notify the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable communication, seeking indemnification will give written notice or other action relating thereof to the event for Party from which indemnity indemnification is sought; provided that no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceedingsought promptly; provided, however, that in the case failure of the foregoing clauses (b) and/or (c)indemnified Party to give timely notice hereunder will not affect rights to indemnification hereunder, except to the Indemnifying extent that the indemnifying Party shall notdemonstrates actual damage caused by such failure. The indemnifying Party may elect to direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, without which election will be effective immediately upon the indemnified Party’s receipt of such written consent notice. The indemnifying Party will have the right to employ counsel reasonably acceptable to the indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of the Indemnified same, if the indemnifying Party deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not settle, compromise or settle consent to any suit or proceeding unless such compromise or settlement entry of judgment in, any Proceeding without obtaining either: (ia) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrary, with respect to all claims underlying such Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any claim covered by Section 7.01 or 7.02entry of judgment, as applicable, in any Proceeding without obtaining the Indemnified prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned). The Parties will fully cooperate with each other in its capacity as such) may participate in any Proceeding and will make available to each other any books or records useful for the defense at its own expenseof any such Proceeding.

Indemnity Procedures. Any Promptly after becoming aware of a claim, the indemnified party submitting an indemnity claim under Section 7.01 or 7.02, as applicable (“Indemnified Party”), shall: (a) promptly notify shall provide written notice to the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of such claim party. Delay in writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide providing such notice pursuant to this clause (a) shall relieve the Indemnifying Party indemnifying party of its indemnification obligations, except to obligations only if the extent such failure materially prejudices the Indemnifying Partyindemnifying party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle against such suit or proceeding in such a manner as the Indemnifying Party claim is thereby materially impaired. The indemnifying party shall determine; and (c) give the Indemnifying Party sole control of the defense (including have the right to select counsel, assume and control the defense of the claim at its own expense. The indemnified party shall have the Indemnifying Party’s expense) and the sole right to compromise and settle participate in, but not to control, such suit or proceeding; provided, however, that in the case of the foregoing clauses (b) and/or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrary, with respect to any claim covered by Section 7.01 or 7.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense. If the indemnifying party does not assume the defense of the claim, the indemnified party may defend the claim at the indemnifying party’s expense. The indemnified party shall not settle or compromise the claim without the prior written consent of the indemnifying party, and the indemnifying party shall not settle or compromise the claim in any manner which would have an adverse effect on the indemnified party without the consent of the indemnified party. No consent required hereunder shall be unreasonably withheld or delayed. The indemnified party shall reasonably cooperate with the indemnifying party and shall make available to the indemnifying party all pertinent information available to the indemnified party, all at its own expense.