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

Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 shall not relieve the Indemnifier of its obligations under this Section 6.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.

Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx Person seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 15.2 shall not relieve the Indemnifier of of‌ its obligations under this Section 6.2 15.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.

Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx Person seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 10.2 shall not relieve the Indemnifier of its obligations under this Section 6.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.Section

Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx Person seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 15.2 shall not relieve the Indemnifier of its obligations under this Section 6.2 15.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.

Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx Person seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 shall not relieve the Indemnifier of its obligations under this Section 6.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.