Common use of Process for Indemnification Clause in Contracts

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. For purposes of Section 9.1 Sections 12.1 and Section 9.212.2, the indemnified Party party shall give prompt written notice to the indemnifying Party party of any suits, claims, actions, proceedings or demands by Third Parties that may give rise to any a claim for which indemnification may be required under this Section 9Article 12; provided, however, that failure to give such notice shall not relieve the indemnifying Party 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 party to defend or mitigate the applicable suit, claim, action, proceeding or demand. The indemnifying Party 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 other party shall have the right to be represented by its own counsel at its own cost in such matters. Neither the indemnifying Party party nor the indemnified Party party shall settle or dispose of any such matter in any manner that would materially and adversely affect the rights or interests of the other Party party (including the obligation to indemnify hereunder) without the prior written consent of the other Partyparty, which shall not be unreasonably withheld or delayed. Each Party party shall cooperate with the other Party 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. For purposes of Section 9.1 Sections 4.1 and Section 9.24.2, the indemnified Party shall give prompt written notice to the indemnifying Party of any suits, claims, actions, proceedings or demands by Third Parties third parties that may give rise to any a claim for which indemnification may be required under this Section 94.3; 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 other 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 materially and 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. For purposes of Section 9.1 and Section 9.2If a claim is to be made by a party being indemnified (“Indemnified Party”) to seek indemnification hereunder against the indemnifying Party (“Indemnifying Party”), the indemnified Indemnified Party shall give prompt written notice to the indemnifying Indemnifying Party of any suits, claims, actions, proceedings or demands by Third Parties Claims that may give rise to any claim for which indemnification may be required under this Section 9Article 12; provided, however, that failure to give such notice shall not relieve the indemnifying Indemnifying Party of its obligation to provide indemnification hereunder except, except if and to the extent that such failure materially and adversely affects the ability of the indemnifying Indemnifying Party to defend or mitigate the applicable suit, claim, action, proceeding or demandClaim. The indemnifying Indemnifying Party shall be entitled to assume the defense and control of any such suit, claim, action proceeding or demand Claim at its own cost and expense; provided, however, provided that the indemnified Indemnified Party shall have (i) the right to be represented by its own counsel at its own cost in such matters, and (ii) if the Indemnifying Party refuses to assume the defense of the Claim, the right to assume such defense at the Indemnified Party’s sole cost and expense. 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 demandClaim, such cooperation to include, without limitation, using reasonable efforts to provide or make available documents, information and witnesses. Notwithstanding the foregoing, the Indemnifying Party’s right to control the defense pursuant to the foregoing shall not extend to issues involving the validity of any Intellectual Property Right of the Indemnified Party.