Common use of Indemnity Process Clause in Contracts

Indemnity Process. The indemnified party will: (i) promptly give written notice of the claim to Subcontractor (provided that the failure of the indemnified party to give such notice to Subcontractor will only affect the indemnification and defense obligations of Subcontractor under the Agreement to the extent such failure adversely affects the ability of Subcontractor to defend the claim); (ii) give Subcontractor sole control of the defense and settlement of the claim; and (iii) provide to Subcontractor all available information and reasonable assistance in connection with the claim. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement). Without limiting Subcontractor’s obligations in the Agreement, and without limiting or waiving the indemnified party’s rights or remedies, if Subcontractor fails to take control of the defense of the claim, then the indemnified party may take control of the defense and Subcontractor will be liable to reimburse the indemnified party of all costs and expenses with respect thereto. Subcontractor may not admit liability for or consent to any judgment, or concede, settle, or compromise any claim without obtaining the indemnified party’s prior written consent, such consent not to be unreasonably withheld, unless such admission, concession, settlement, or compromise includes a full and unconditional release of the indemnified party from all liabilities in respect of such claim.

Indemnity Process. The party seeking to be indemnified party will: (i) promptly will give prompt written notice to the other party of the claim against which it seeks to Subcontractor (provided that be indemnified and will provide the indemnifying party, at the indemnifying party’s expense, with the assistance reasonably necessary for the defense and settlement of the claim. The failure of by the indemnified party to give such timely furnish to the indemnifying party any notice required to Subcontractor be furnished under this Section 8 will only affect not relieve the indemnification and defense indemnifying party of its obligations of Subcontractor under the Agreement this Section 8, except to the extent such failure materially and adversely affects prejudices the ability of Subcontractor the indemnifying party to defend the claim); (ii) give Subcontractor such matter. The indemnifying party will have sole control of the defense and settlement of the claim; and (iii) provide to Subcontractor all available information and reasonable assistance in connection with the any such claim. The indemnified indemnifying party may participate in the defense will not be liable for any settlement of the claiman action effected without its written consent (which consent will not be unreasonably withheld or delayed), at the indemnified party’s sole expense (not subject to reimbursement). Without limiting Subcontractor’s obligations in the Agreement, and without limiting or waiving the indemnified party’s rights or remedies, if Subcontractor fails to take control of the defense of the claim, then nor will the indemnified party may take control settle any such action without the written consent of the defense and Subcontractor indemnifying party (which consent will not be liable unreasonably withheld or delayed). The indemnifying party will have no right to reimburse bind the indemnified party of all costs to terms other than the terms and expenses with respect thereto. Subcontractor may not conditions in this Agreement or admit liability for or consent to by the indemnified party in any judgmentclaim, or concedesettlement thereof, settle, or compromise any claim without obtaining the indemnified party’s prior written consent, such consent which will not to be unreasonably withheld, unless such admission, concession, settlement, withheld or compromise includes a full and unconditional release of the delayed. The indemnified party from all liabilities in respect may engage counsel of such claimits choice at its own expense.

Indemnity Process. The Party seeking to be indemnified party will: (i) promptly will give prompt written notice to the other Party of the claim Claim against which it seeks to Subcontractor (provided that be indemnified and will provide the failure indemnifying Party, at the indemnifying Party’s expense, with the assistance reasonably necessary for the defense and settlement of the Claim. The failure by the indemnified party Party to give such timely furnish to the indemnifying Party any notice required to Subcontractor be furnished under this Section 10 will only affect not relieve the indemnification and defense indemnifying Party of its obligations of Subcontractor under the Agreement this Section 10, except to the extent such failure materially and adversely affects prejudices the ability of Subcontractor the indemnifying Party to defend the claim); (ii) give Subcontractor such Claim. The indemnifying Party will have sole control of the defense and settlement of the claim; and (iii) provide to Subcontractor all available information and reasonable assistance in connection with the claimany such Claim. The indemnifying Party will not be liable for any settlement of an action effected without its written consent (which consent will not be unreasonably withheld or delayed), nor will the indemnified party may participate in Party settle any such action without the defense written consent of the claim, at indemnifying Party (which consent will not be unreasonably withheld or delayed). The indemnifying Party will have no right to settle any Claim without the indemnified party’s sole expense (not subject to reimbursement). Without limiting Subcontractor’s obligations in the Agreement, and without limiting or waiving the indemnified party’s rights or remedies, if Subcontractor fails to take control of the defense of the claim, then the indemnified party may take control of the defense and Subcontractor will be liable to reimburse the indemnified party of all costs and expenses with respect thereto. Subcontractor may not admit liability for or consent to any judgment, or concede, settle, or compromise any claim without obtaining the indemnified partyParty’s prior written consent, such consent which will not to be unreasonably withheldwithheld or delayed, unless such admission, concession, settlement, or compromise includes a full and unconditional release of the settlement unconditionally releases the indemnified party from Party of all liabilities in respect liability. The indemnified Party may engage counsel of such claimits choice at its own expense.