Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the indemnified Party (i) providing prompt written notice to the indemnifying Party of such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby), (ii) allowing the indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Sections 7.1 and 7.2 above (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 6.1 or 6.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 6.1 or 6.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party, (iii) includes an unconditional release of the Indemnified Party to control from all liability on claims that are the defense and any related settlement subject matter of any such Claimproceeding, and (iiiiv) furnishing does not require the indemnifying Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Section 6.3, with reasonable assistancerespect to any claim covered by Section 6.1 or 6.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Section 10 are contingent upon 8.2 (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 6.1 or 6.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 6.1 or 6.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of Sections (b) or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party to control the defense and any related settlement of any such Claim, and (iii) furnishing includes an unconditional release of the indemnifying Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 6.3, with reasonable assistancerespect to any claim covered by Section 6.1 or 6.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 11.1 or 11.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 11.1 or 11.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of Sections (b) or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party to control the defense and any related settlement of any such Claim, and (iii) furnishing includes an unconditional release of the indemnifying Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 11.3, with reasonable assistancerespect to any claim covered by Section 11.1 or 11.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations (a) In order for an indemnified party under this Section 10 are contingent upon Article 7 (an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement, the indemnified Indemnified Party (i) providing prompt written notice will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying Party party under this Article 7 (the “Indemnifying Party”) in writing of its claim for indemnification for such Claim (Losses, specifying in reasonable detail the nature of the Losses and the amount of the liability estimated to accrue therefrom; provided, however, that any failure or delay in notice shall to give notification will not affect any of the indemnified Party’s rights hereunder indemnification provided hereunder, except to the extent the indemnifying Indemnifying Party is materially will have been actually prejudiced thereby)as a result of the failure. Thereafter, (ii) allowing the indemnifying Indemnified Party will deliver to the Indemnifying Party, within a reasonable period of time after the Indemnified Party’s receipt of such request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses. The Indemnifying Party shall control all litigation reflecting to the defense and any related settlement indemnification. Without limiting the foregoing, the Indemnified Party shall control choice of any such Claimcounsel, staffing, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not all decisions to be unreasonably withheld, conditioned or delayed) if made with the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightslitigation.

Indemnity Procedures. Each indemnifying Party’s obligations under this If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Section 10 are contingent upon 7.1 and Section 7.2 above (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 7.1 or 7.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 7.1 or 7.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party, (iii) includes an unconditional release of the Indemnified Party to control from all liability on claims that are the defense and any related settlement subject matter of any such Claimproceeding, and (iiiiv) furnishing does not require the indemnifying Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Section 7.3, with reasonable assistancerespect to any claim covered by Section 7.1 or 7.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 14.1 or 14.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of Sections (b) or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party to control the defense and any related settlement of any such Claim, and (iii) furnishing includes an unconditional release of the indemnifying Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 14.3, with reasonable assistancerespect to any claim covered by Section 14.1 or 14.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations A Party seeking indemnity under this Section 10 are contingent upon the indemnified Party 15 (Indemnity) shall: (i) providing promptly after receiving notice of a claim or litigation for which indemnity may be sought, give the indemnifying Party prompt written notice thereof, together with any and all documentation received related to such claim or litigation; (ii) give the indemnifying Party of such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby), (ii) allowing the indemnifying Party to full control over the defense and any related settlement of any such Claim, claim or litigation for which indemnification is sought; and (iii) furnishing reasonably cooperate with the indemnifying Party with reasonable assistanceParty, at the indemnifying Party’s sole cost and expense, in to facilitate the defense or settlement of any such Claimclaim or litigation; provided that a failure to comply with the foregoing procedures shall relieve the indemnifying Party from its obligation to indemnify solely to the extent that such failure results in prejudice to the indemnifying Party. The indemnified party shall have the right to Party seeking indemnification may participate in the defense of such Claim with counsel of its own choosing or negotiations at its own expenseexpense to protect its interests. The indemnifying Party shall not enter into any settlement agreement that impairs the rights or expands the obligations of any such Claim the Party seeking indemnification without the prior written consent of such Party, provided that the indemnified indemnifying Party (may settle any claim or cause of action to the extent such consent not to be unreasonably withheld, conditioned or delayed) claim seeks monetary damages if the indemnified Party’s rights would be directly and materially impaired therebyindemnifying Party agrees to pay such monetary damages. For The provisions of this Section 8 shall survive the avoidance termination of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsthis Agreement.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon Promptly after becoming aware of a claim, the indemnified Party (i) providing prompt party shall provide written notice to the indemnifying Party of party. Delay in providing such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent relieve the indemnifying Party is materially prejudiced thereby), (ii) allowing party of its obligations only if the indemnifying Party party’s ability to defend against such claim is thereby materially impaired. The indemnifying party shall have the right to assume and control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, claim at the indemnifying Party’s sole cost and its own expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the in, but not to control, such defense of such Claim with counsel of its own choosing at its own expense. If the indemnifying party does not assume the defense of the claim, the indemnified party may defend the claim at the indemnifying party’s expense. The indemnifying Party indemnified party shall not enter into any settlement of any such Claim settle or compromise the claim without the prior written consent of the indemnified Party (such consent indemnifying party, and the indemnifying party shall not to be unreasonably withheld, conditioned settle or delayed) if compromise the claim in any manner which would have an adverse effect on the indemnified Party’s rights would be directly and materially impaired thereby. For party without the avoidance of doubt, any settlement that does not include a full and unconditional release consent of the indemnified Party from any and all liability arising out of the Claim, party. No consent required hereunder shall be deemed unreasonably withheld or delayed. The indemnified party shall reasonably cooperate with the indemnifying party and shall make available to directly and materially impair the indemnifying party all pertinent information available to the indemnified Party’s rightsparty, all at its own expense.

Indemnity Procedures. Each As a condition to the foregoing indemnity obligations of both Parties, the indemnifying party (the “Indemnifying Party’s obligations under this Section 10 are contingent upon ”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the indemnified party seeking indemnification (the “Indemnified Party”), provided that: the Indemnified Party (ia) providing notifies the Indemnifying Party promptly, in writing, of the action, provided any delay or failure of the Indemnified Party to give prompt written notice to the indemnifying Party of any such Claim (provided, however, that any failure or delay in notice claim shall not affect any the rights of the indemnified Party’s rights Indemnified Party hereunder except unless, and only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the indemnifying Indemnifying Party; (b) provides the Indemnifying Party is materially prejudiced thereby), all reasonable information and assistance to settle or defend the action (ii) allowing the indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Indemnifying Party’s expense); (c) grants the Indemnifying Party sole cost authority and expense, in control of the defense or settlement of the action provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of such Claim. The indemnified party Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (d) shall have the right to participate in but not to control the defense and/or settlement of such any Indemnified Claim with counsel of its own choosing at its own expense. The indemnifying Indemnifying Party shall not enter into any settlement agrees to keep the Indemnified Party regularly and completely informed of the status of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsclaim hereunder.