Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. (a) Any Indemnified Party shall give written notice as promptly as is reasonably practicable to the Indemnifying Party of the assertion of any Claim or Proceeding, by any Person not a Party in respect of which indemnity intends to be sought under this Agreement; provided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 12.6 except to the extent (if any) that the Indemnifying Party shall have been prejudiced thereby. Following receipt of a written notice from the Indemnified Party pursuant to this Section 12.6, the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such Claim or Proceeding with counsel selected by the Indemnifying Party and not reasonably objected to by the Indemnified Party. The Indemnified Party shall not settle, compromise or consent to any judgment in respect of any such Claim or Proceeding without the prior written Consent of the Indemnifying Party, which Consent shall not be unreasonably withheld, delayed or conditioned.

Third-Party Claim Indemnification Procedures. (a) Any Indemnified Party shall give written notice as promptly as is reasonably practicable to the Indemnifying Party of the assertion of any Claim claim, or Proceedingthe commencement of any action, suit, proceeding, claim, arbitration or investigation, by any Person not a Party party hereto in respect of which indemnity intends to be sought under this Agreement; provided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 12.6 10.5 except to the extent (if any) that the Indemnifying Party shall have been actually prejudiced thereby. Following receipt of a such written notice from the Indemnified Party pursuant to this Section 12.610.5, the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such Claim action, suit, proceeding, claim, arbitration or Proceeding investigation with counsel selected by the Indemnifying Party (and not reasonably objected to by the Indemnified Party) if, but only if, the Indemnifying Party acknowledges in writing to the Indemnified Parties that it is obligated under this Agreement to indemnify them against all Losses they incur or have incurred in connection with such third party claim. The Indemnified Party shall not settle, compromise or consent to any judgment in respect of any such Claim action, suit, proceeding, claim, arbitration or Proceeding investigation without the prior written Consent consent of the Indemnifying Party, Party (which Consent consent shall not be unreasonably withheld, delayed or conditioned).

Third-Party Claim Indemnification Procedures. (a) Any Indemnified Party shall give written notice as promptly as is reasonably practicable to the Indemnifying Party of the assertion of any Claim claim, or Proceedingthe commencement of any suit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity intends to be sought under this Agreement; provided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 12.6 8.7 except to the extent (if any) that the Indemnifying Party shall have been prejudiced thereby. Following receipt of a written notice from the Indemnified Party pursuant to this Section 12.68.7, the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such Claim claim, suit, action or Proceeding proceeding with counsel selected by the Indemnifying Party (and not reasonably objected to by the Indemnified Party) if, but only if, the Indemnifying Party acknowledges in writing to the Indemnified Parties that it is obligated under this Agreement to indemnify them against all Losses they incur or have incurred in connection with such third party claim. The Indemnified Party shall not settle, compromise or consent to any judgment in respect of any such Claim claim, suit, action or Proceeding proceeding without the prior written Consent consent of the Indemnifying Party, Party (which Consent consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed).

Third-Party Claim Indemnification Procedures. (a) Any Indemnified Party shall give written notice as promptly as is reasonably practicable to the Indemnifying Party of the assertion of any Claim claim, or Proceedingthe commencement of any suit, action or proceeding, by any Person not a Party party hereto in respect of which indemnity intends to be sought under this Agreement; provided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 12.6 10.6 except to the extent (if any) that the Indemnifying Party shall have been prejudiced thereby. Following receipt of a written notice from the Indemnified Party pursuant to this Section 12.610.6, the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such Claim claim, suit, action or Proceeding proceeding with counsel selected by the Indemnifying Party (and not reasonably objected to by the Indemnified Party) if, but only if, the Indemnifying Party acknowledges in writing to the Indemnified Parties that it is obligated under this Agreement to indemnify them against all Losses they incur or have incurred in connection with such third party claim. The Indemnified Party shall not settle, compromise or consent to any judgment in respect of any such Claim claim, suit, action or Proceeding proceeding without the prior written Consent consent of the Indemnifying Party, Party (which Consent consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed).