Process for Indemnification Clause Samples

Process for Indemnification. SBHASO will notify Contractor of any Damages for which it seeks indemnification. Upon a SBHASO request for defense, Contractor will use counsel reasonably satisfactory to the SBHASO Indemnified Parties to defend each claim related to the Damages and will keep the SBHASO Indemnified Parties informed of the status of the defense of each of the Damages. SBHASO will give Contractor reasonable assistance, at Contractor’s expense, as Contractor may reasonably request. SBHASO will provide Contractor the opportunity to assume sole control over defense and settlement, as long as Contractor will not consent to the entry of any judgment or enter into any settlement without the SBHASO Indemnified Parties’ prior written consent, which will not be unreasonably withheld. Any SBHASO Indemnified Party may participate in the defense at its own expense. Contractor’s duty to defend is independent of its duty to indemnify, to mitigate, or to cover costs.

Process for Indemnification. The Indemnified Party shall: (i) promptly notify the Indemnifying Party in writing of any Claim, suit or proceeding for which indemnity is claimed,

Process for Indemnification. For purposes of Section 9.1 and Section 9.2, the indemnified Party shall give prompt written notice to the indemnifying Party of any suits, claims, actions, proceedings or demands by Third Parties that may give rise to any claim for which indemnification may be required under this Section 9; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially and adversely affects the ability of the indemnifying Party to defend or mitigate the applicable suit, claim, action, proceeding or demand. The indemnifying Party shall be entitled to assume the defense and control of any such suit, claim, action proceeding or demand at its own cost and expense; provided, however, that the indemnified Party shall have the right to be represented by its own counsel at its own cost in such matters. Neither the indemnifying Party nor the indemnified Party shall settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other Party (including the obligation to indemnify hereunder) without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Each Party shall cooperate with the other Party and its counsel in the course of the defense of any such suit, claim, action, proceeding or demand, such cooperation to include, without limitation, using reasonable efforts to provide or make available documents, information and witnesses.

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (Coherus’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party intends to claim indemnification under Section 10.1 or Section 10.2, such Party (the “Indemnitee”) shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that may have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY).

Process for Indemnification. The indemnification obligations above are subject to the party seeking indemnification to: (i) provide the other party with prompt written notice of the specific claim; (ii) give the indemnifying party sole control of the defense and settlement of the claim (except that the indemnifying party may not settle any claim that requires any action or forbearance on the indemnified party’s part without their prior consent, which will not unreasonably withhold or delay); and (iii) gives the indemnifying party all reasonable assistance, at such party’s expense.

Process for Indemnification. The indemnifying party will pay costs and damages finally awarded against the indemnified party, or agreed in settlement by the indemnifying party directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on condition that (i) the indemnified party notifies the indemnifying party in writing of such claim promptly following receipt of notice provided that any delay in providing such notice shall not impact the indemnifying party’s obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such delay,

Process for Indemnification. In order to receive indemnification hereunder, the party requesting indemnification (“Indemnified Party”) must provide the other party (“Indemnifying Party”) with: (a) prompt written notice (no later than ninety (90) days) after the Indemnified Party first becomes aware of such a Claim; (b) sole control and authority over the defense or settlement thereof (the Indemnified Party shall, at its sole expense, have the right to employ separate counsel to monitor the defense and settlement of the Claim thereof); and (c) proper and full information as is reasonable, and reasonable assistance to settle and/or defend any such Claim. For the avoidance of doubt, the Indemnifying Party shall have sole control and authority over the defence or settlement of any Claim.

Process for Indemnification. If either Party is seeking indemnification under Sections 9.01 and 9.02 (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the Third Party Claim (, [***]). The Indemnifying Party will have the right to assume the defense of any Third-Party Claim if it has assumed responsibility for the Third Party Claim in writing. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third-Party Claim that has been assumed by the Indemnifying Party. The Indemnifying Party will not settle any Third-Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. The Indemnified Party will not settle or compromise any indemnifiable Third-Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld. If the Parties cannot agree as to the application of Sections 9.01 and 9.01 to any Third Party Claim, pending resolution of the dispute, [***].

Process for Indemnification. A Party’s obligation to defend, indemnify and hold harmless the other Party under Sections 10.1 or 10.2 shall be conditioned upon the following: (a) A Party seeking indemnification (the “Indemnified Party”) shall give prompt written notice of the claim to the other Party (the “Indemnifying Party”); (b) The Indemnified Party shall permit the Indemnifying Party to control any litigation or other proceeding relating to such claim and disposition of any such claim, including the settlement thereof, provided that (i) the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such claim as such settlement or disposition relates to the Parties being indemnified under this Section 10.3, (ii) the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to and the written consent of the Indemnified Party if such settlement involves any remedy other than the payment of money by the Indemnifying Party, and (iii) the Indemnified Party may be represented by counsel of its own choosing at its own expense; and (c) The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought, and shall not settle or otherwise resolve any claim without prior notice to and the written consent of the Indemnifying Party.