Notifications, Settlements and Other Indemnification Procedures Sample Clauses
The "Notifications, Settlements and Other Indemnification Procedures" clause outlines the steps parties must follow when a claim arises that may trigger indemnification obligations. It typically requires the party seeking indemnification to promptly notify the other party of any claims, lawsuits, or losses, and may specify how settlements should be handled, including obtaining consent before agreeing to any settlement. This clause ensures that both parties are informed and involved in the resolution process, helping to allocate responsibility and prevent misunderstandings regarding the handling of indemnifiable claims.
Notifications, Settlements and Other Indemnification Procedures. If any claim contemplated by the first paragraph of Section 10(a) shall be asserted against any Indemnified Person, such Indemnified Person shall notify the Company as soon as possible of the nature of such claim and the Company shall be entitled (but not required) to assume the defense of any suit brought to enforce such claim, provided however, that the defense shall be through legal counsel selected by the Company and acceptable to the Indemnified Person acting reasonably and that no settlement may be made by the Company or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to retain its own counsel in any proceeding relating to a claim contemplated by the first paragraph of Section 10(a) if:
(i) the Indemnified Person has been advised in writing by counsel that there may be a conflict of interest in having the Indemnified Person represented by the same counsel as the Company or that there may be a reasonable legal defense available to the Indemnified Person which is different from or additional to a defense available to the Company (in which case the Company shall not have the right to assume the defense of such proceedings on the Indemnified Person’s behalf);
(ii) the Company shall not have taken the defense of such proceedings and employed counsel within ten Business Days after notice of commencement of such proceedings; or
(iii) the employment of such counsel has been authorized in writing by the Company in connection with the defense of such proceeding; and, in any such event, the reasonable fees and expenses of such Indemnified Person’s counsel (on a solicitor and his client basis) shall be paid by the Company, provided that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Persons.