Common use of Mechanism Clause in Contracts

Mechanism. The party seeking indemnification hereunder (“Indemnified Party”) shall give written notice to the indemnifying party (“Indemnifying Party”) of its indemnification claims hereunder, specifying the amount and nature of the claim, and giving the Indemnifying Party the right to contest any such claim represented by counsel of its choice. If any such claim is made hereunder by the Indemnified Party and such claim arises from the claims of a third party against the Indemnified Party and the Indemnifying Party does not elect to undertake the defense thereof by written notice within ten (10) days after receipt of the original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of its Losses in respect of such claim. To the extent that the Indemnifying Party undertakes the defense of such claim in good faith by proceeding diligently at its expense, and without materially impairing the financial conditions or operations of the Indemnified Party, the Indemnified Party shall be entitled to indemnity hereunder only if, and to the extent that, such defense is unsuccessful, as determined by a final judgment of a court of competent jurisdiction or is settled with the consent of the Indemnifying Party. The party defending a third-party claim shall have the right to choose its own counsel. In the event an Indemnifying Party fails to meet its indemnification obligations hereunder, the Indemnified Party shall have the option to recover damages from the Indemnifying Party.

Mechanism. The party Party seeking indemnification hereunder (“"Indemnified Party”") shall give written notice to the indemnifying party or parties (“"Indemnifying Party”") of its indemnification claims hereunder, specifying the amount and nature of the claim, and giving the Indemnifying Party the right to contest any such claim represented by counsel of its choice. If ; if any such claim is made hereunder by the Indemnified Party and such claim arises from the claims of a third party against the Indemnified Party and the Indemnifying Party does not elect to undertake the defense thereof by written notice within ten fifteen (1015) days after receipt of the original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of its Losses payment in respect of such claim. To the extent that the Indemnifying Party undertakes the defense of such claim in good faith by proceeding diligently at its expense, and without materially impairing the financial conditions or operations of the Indemnified Party, the Indemnified Party shall be entitled to indemnity hereunder only if, and to the extent that, such defense is unsuccessful, unsuccessful as determined by a final judgment of a court of competent jurisdiction or is settled with the consent of the Indemnifying Party. The party Party defending a third-third party claim shall have the right to choose its own counsel. In the event an Indemnifying Party fails to meet its indemnification obligations hereunder, the Indemnified Party shall have the option to recover damages from the Indemnifying Party.

Mechanism. The party Party seeking indemnification hereunder (“"Indemnified Party”") shall give written notice to the indemnifying party Party or Parties (“"Indemnifying Party”") of its indemnification claims hereunder, specifying the amount and nature of the claim, and giving the Indemnifying Party the right to contest any such claim represented by counsel of its choice. If ; if any such claim is made hereunder by the Indemnified Party and such claim arises from the claims of a third party against the Indemnified Party and the Indemnifying Party does not elect to undertake the defense thereof by written notice within ten fifteen (1015) days after receipt of the original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of its Losses payment in respect of such claim. To the extent that the Indemnifying Party undertakes the defense of such claim in good faith by proceeding diligently at its expense, and without materially impairing the financial conditions or operations of the Indemnified Party, the Indemnified Party shall be entitled to indemnity hereunder only if, and to the extent that, such defense is unsuccessful, *Confidential Treatment Requested unsuccessful as determined by a final judgment of a court of competent jurisdiction or is settled with the consent of the Indemnifying Party. The party Party defending a third-party claim shall have the right to choose its own counsel. In the event an Indemnifying Party fails to meet its indemnification obligations hereunder, the Indemnified Party shall have the option to recover damages from the Indemnifying Party.

Mechanism. The party seeking indemnification hereunder (“Indemnified Party”) shall give written notice to the indemnifying party (“Indemnifying Party”) of its indemnification claims hereunder, specifying the amount and nature of the claim, and giving promptly after the Indemnified Party has notice thereof. The Indemnifying Party shall have the right to contest any such third-party claim represented by counsel of its choice. If any such claim is made hereunder by the Indemnified Party and such claim arises from the claims of a third party against the Indemnified Party and the Indemnifying Party does not elect to undertake the defense thereof by written notice within ten thirty (1030) days after receipt of the original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant defend such third party claim; provided, however, that the Indemnifying Party shall be entitled to participate in the terms of this Agreement to the extent of its Losses in respect defense of such claimclaim and to retain its own counsel for such purpose, provided that the fees and expenses of such separate counsel shall be at the expense of such Indemnifying Party. To the extent that the Indemnifying Party undertakes the defense of such claim in good faith by proceeding diligently at its expense, and without materially impairing the financial conditions or operations of the Indemnified Partyfaith, the Indemnified Party shall be entitled to indemnity hereunder hereunder, if at all, only if, and to the extent that, such defense is unsuccessful, as determined by a final judgment of a court of competent jurisdiction or is settled with the consent of the Indemnifying Party. The party defending a third-party claim shall have the right to choose its own counsel. In the event an Indemnifying Party fails to meet its indemnification obligations hereunder, the Indemnified Party shall have the option to recover damages from the Indemnifying Party.