Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in but not control the negotiation, settlement or defence of the Third Party Claim, which control shall rest at all times with the Indemnified Party, unless the Indemnifying Party:
Rights of Indemnifying Party. Subject to Section 7.11(b), the Indemnifying Party shall have the right, but not the obligation, at its expense, to assume control of the negotiation, settlement or defence of the Third Party Claim, upon acknowledging in writing responsibility for, and agreeing to indemnify the Indemnified Party in respect of, the Third Party Claim.
Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have thirty (30) days from its receipt of a Claim Notice to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Parties’ sole cost and expense and by counsel of its own choosing, to assume and control the defense of the Third Party Claim. If the Indemnifying Party undertakes to assume and control the defense of a Third Party Claim, (i) the Indemnifying Party shall use its reasonable efforts to defend against such Third Party Claim and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to any settlement which (A) does not contain a full and final release of the Indemnified Party from the subject matter of such Third Party Claim and settlement, (B) requires an express admission of wrongdoing by the Indemnified Party or (C) provides for injunctive or other non-monetary relief affecting the Indemnified Party in any way.
Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have 30 days from its receipt of a Claim Notice to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Parties’ sole cost and expense and by counsel of its own choosing, to assume and control the defense of the Third Party Claim, provided that this right of the Indemnifying Party to assume and control the defense of a Third Party Claim shall not apply to any Third Party Claim (i) alleging any criminal or quasi-criminal wrongdoing, including fraud, (ii) which impugns the reputation of an Indemnified Party, or (iii) where the person making the Third Party Claim is a Governmental Authority. If the Indemnifying Party has the right to, and undertakes to, assume and control the defense of a Third Party Claim, (A) the Indemnifying Party shall use its best reasonable efforts to defend against such Third Party Claim, and (B) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to any settlement which (x) does not contain a full and final release of the Indemnified Party from the subject matter of such Third Party Claim and settlement, (y) requires an express admission of wrongdoing by the Indemnified Party or (z) provides for injunctive or other non-monetary relief affecting the Indemnified Party in any way.
Rights of Indemnifying Party. In the case of a Third Party Claim which has the potential to involve Damages payable by the Indemnifying Party which are not excluded as a result of the application of the monetary limitations set out in Section 6.6, the Indemnifying Party shall have 60 days from receipt of a Claim Notice to elect, at its option, to exercise its right to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim, and shall be entitled to assert any and all defences available to the Indemnified Party to the fullest extent permitted by Applicable Law; provided that the Indemnifying Party shall not have the right to make such election if such Third Party Claim exclusively: (i) relates to an injunction or other equitable relief against the Indemnified Party, (ii) involves a finding or admission of any violation of Applicable Law or admission of any wrongdoing of the Indemnified Party, (iii) involves a Claim by a Governmental Authority (other than a Third Party Claim for Taxes) or involves a criminal or quasi-criminal Proceeding, or (iv) would reasonably be expected to materially and negatively impact or affect the reputation of any Indemnified Party.
Rights of Indemnifying Party. A. Each indemnified party hereunder agrees that within five (5) calendar days following the issuance of any notice from any taxing authority of a Tax assessment or deficiency resulting from any DCL recapture in connection with which a claim for indemnification under this Agreement might be made (a "Claim"), it will give prompt notice thereof to the indemnifying party, together with a statement of such information respecting any of such facts as it may have and a formal demand for indemnification. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Claim if the indemnified party fails to notify the indemnifying party in sufficient time and with sufficient detail to permit the
Rights of Indemnifying Party. In the case of a Third Party Claim, the Indemnifying Party may participate in the investigation and defence of the Third Party Claim and shall also have 15 days from receipt of a Claim Notice to elect, at its option, to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim, and shall be entitled to assert any and all defences available to the Indemnified Party to the fullest extent permitted by Applicable Law, provided that:
Rights of Indemnifying Party. Promptly after receipt by an indemnified party pursuant to the provisions of Sections 7.9 or 7.10 of notice of the commencement of any action, such indemnified party will notify the indemnifying party if a claim thereto is to be made against the indemnifying party of the commencement thereof; to the extent that the omission to notify the indemnifying party shall cause material prejudice to such indemnifying party in connection with defending against any such action it shall be relieved from liability that it may otherwise have to any indemnified party under the provisions of this Agreement. In the event that any such action is brought against any indemnified party, and it duly notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of such action, with counsel satisfactory to such indemnified party; and after notice from the indemnifying party to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action other than reasonable costs of investigation.
Rights of Indemnifying Party. Upon the agreement to pay CMS or Enterprises in full any indemnified amounts hereunder, the indemnified party agrees to assign to Nomeco any and all rights which such party possesses as an indemnifying party (but not as an indemnified party) under the CMS Tax Agreement or as a payor under the Closing Agreements. To the extent that Amoco fails to recognize the assignment of any such rights under the CMS Tax Agreement, CMS agrees to exercise any such rights on behalf of, and as directed by, Nomeco. Upon the agreement to pay Nomeco, Waltxx, Xxxxxx Xxxdings or Waltxx Xxxgo in full any indemnified amounts hereunder, the indemnified party agrees to assign to CMS any and all rights which such party possesses as an indemnifying party (but not as an indemnified party) under the Amoco Tax Agreement, the CMS Tax Agreement or the Guarantee Agreement (as the case may be) or as a payor under the Closing Agreements.
Rights of Indemnifying Party
