Common use of Indemnity Process Clause in Contracts

Indemnity Process. In the event of any Third-Party Claim subject to indemnification hereunder, the Indemnified Party seeking indemnification shall give written notice to the Indemnifying Party; provided, any delay or failure of notice shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall have control over the defense of the Third-Party Claim, at the Indemnifying Party’s expense and using competent and experienced counsel of the Indemnifying Party’s choice, provided that the Indemnifying Party may not settle, compromise, or admit liability to the Third-Party Claim without the prior, written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense, using counsel of the Indemnified Party’s choice, and such participation shall be at the Indemnifying Party’s sole expense. In the event the Indemnified Party reasonably determines there is an actual or likely conflict in the Indemnifying Party’s and the Indemnified Party’s respective interests related to the Third-Party Claim, the Indemnifying Party shall, at its sole cost and expense, cause its selected counsel to employ reasonable and customary measures (such as separate legal teams with a “information screen” separating them), which are reasonably acceptable to the Indemnified Party, to mitigate such conflicts. After any final decision, judgment or award shall have been rendered by a governmental authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a claim hereunder, then the Indemnifying Party shall promptly pay, or cause to be paid, to the Indemnified Party any sums due and owing pursuant to this Agreement with respect to such matter.

Indemnity Process. In (a) Each Person seeking and entitled to indemnity under this Article 7 (an "Indemnified Party") shall promptly notify the event party from whom indemnity is sought and required hereunder (the "Indemnifying Party") no later than thirty (30) days after becoming aware of any Third-Party Claim subject claim, demand, action, or proceeding for which indemnification will be sought under this Article 4, but the omission to indemnification hereunder, the Indemnified Party seeking indemnification shall give written notice to so notify the Indemnifying Party; provided, any delay or failure of notice shall Party will not relieve the Indemnifying Party of its obligations hereunder. The from any liability except to the extent that the Indemnifying Party shall have control over the defense been prejudiced as a result of the Third-Party Claimfailure or delay in giving such notice. If such claim, at the Indemnifying Party’s expense and using competent and experienced counsel of the Indemnifying Party’s choicedemand, provided that action, or proceeding is a third party claim, demand, action, or proceeding, the Indemnifying Party may not settle, compromise, or admit liability shall have the right at its expense to assume the Third-Party Claim without the prior, written consent of defense thereof using counsel reasonably acceptable to the Indemnified Party, such consent not to be unreasonably withheld. The and the Indemnified Party shall have the right to participate in participate, at its own expense, with respect to any such third party claim, demand, action, or proceeding. However, if either (i) the defense, using counsel subject matter of a claim relates to the ongoing business of the Indemnified Party (as opposed to the mere payment of money damages) and if, were the claim to be adversely decided against the Indemnified Party’s choice, and such participation shall its ongoing business would likely be at the Indemnifying Party’s sole expense. In the event materially adversely affected, or (ii) if it reasonably appears to the Indemnified Party reasonably determines there is an actual or likely conflict in that, either at the Indemnifying Party’s and time the Indemnified Party’s respective interests related Party is made a defendant in or party to the Third-Party Claima claim or at any time thereafter, the Indemnifying Party shallwill be unable to adequately defend or satisfy the claim, then the Indemnified Party alone shall be entitled to contest and defend such claim (the cost of such defense shall be part of the indemnifiable damages hereunder); and, while the Indemnifying Party may participate in the contest and defense of such claim at its sole cost and expense, cause its selected counsel to employ reasonable and customary measures (such as separate legal teams with a “information screen” separating them), which are reasonably acceptable to the Indemnified Party, to mitigate such conflicts. After any final decision, judgment or award shall have been rendered by a governmental authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and shall have full authority to determine all actions with respect thereto, subject to the necessity of obtaining the Indemnifying Party shall have arrived at a mutually binding agreement Party's consent with respect to any settlement. (b) Each Party defending a claim hereundersubject to indemnity under this Article 4 shall keep the other Party informed of the progress of the claim including complying with all reasonable requests for copies of documents related to the claim and the opportunity, then from time to time, to consult with counsel defending the claim. In connection with any such third party claim, demand, action, or proceeding, the Parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No third party claim, demand, action or proceeding for which an Indemnified Party is seeking indemnification hereunder shall be settled without the prior written consent of the Indemnifying Party Party, which consent shall promptly pay, not be unreasonably withheld or cause to be paid, to the Indemnified Party any sums due and owing pursuant to this Agreement with respect to such matterdelayed.

Indemnity Process. In Each Party shall promptly notify the event other Party in writing of any Third-third party claim (“Action”) for which such Party Claim subject believes it is entitled to indemnification hereunder, the Indemnified be indemnified pursuant to Section 9A or 9B. The Party seeking indemnification (the “Indemnitee”) shall give written notice to cooperate with the Indemnifying Party; provided, any delay or failure of notice shall not relieve other Party (the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall have control over the defense of the Third-Party Claim, “Indemnitor”) at the Indemnifying PartyIndemnitor’s expense and using competent and experienced counsel of the Indemnifying Party’s choice, provided that the Indemnifying Party may not settle, compromise, or admit liability to the Third-Party Claim without the prior, written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense, using counsel of the Indemnified Party’s choice, and such participation shall be at the Indemnifying Party’s sole expense. In the event the Indemnified Party reasonably determines there is an actual or likely conflict in the Indemnifying Party’s and the Indemnified Party’s respective interests related to the Third-Party Claim, the Indemnifying Party shall, at its sole cost and expense, cause . The Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ the counsel of its selected counsel to employ reasonable and customary measures (such as separate legal teams with a “information screen” separating them)choice, which are shall be reasonably acceptable to the Indemnified PartyIndemnitee, to mitigate handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with a counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such conflicts. After any final decisionAction, judgment or award the Indemnitee shall have been rendered by a governmental authority of competent jurisdiction and the expiration of the time in which to appeal therefromright, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a claim hereunder, then the Indemnifying Party shall promptly pay, or cause to be paidbut no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnified Party Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any sums due and owing pursuant obligations under this Section 6.3 will not relieve the Indemnitor of its obligations under this Article 6, except to this Agreement with respect to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such matterfailure.