Common use of 2Procedure Clause in Contracts

2Procedure. The Indemnifying Party shall assume and conduct the defense of the Third Party Claim using counsel of its choice; provided, however, that the Indemnified Party may participate in and monitor such defense with counsel of its choice at its own expense, subject to the Indemnifying Party’s right to control such defense. With respect to any Third Party Claim for which the Indemnifying Party has assumed the defense: (a) the Indemnified Party shall provide ​ the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with such defense, (b) the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party if the settlement would: (i) result in or impose any obligation (including any payment obligation) on the Indemnified Party, or (ii) result in any admission of wrong-doing or fault by the Indemnified Party, and (c) so long as the Indemnifying Party is actively defending the Third Party Claim in good faith, the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party. If the Parties cannot agree as to the application of Section 10.1 or Section 10.2 to any Third Party Claim, pending resolution of the dispute pursuant to Section 12.6, the Parties may conduct separate defenses of such Third Party Claim(s), with each Party retaining the right to claim indemnification from the other Party in accordance with Section 10.1 or Section 10.2, as applicable, upon resolution of the underlying claim. If the Indemnifying Party does not assume and conduct the defense of the Third Party Claim as provided above, (A) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third Party Claim in any manner the Indemnified Party may deem reasonably appropriate, and (B) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided under Section 10.1 or Section 10.2. Notwithstanding anything to the contrary in this Section 10.3.2, in the event that Passage or Penn believes in good faith that a bona fide conflict exists between Gemma and Passage or Penn or any other Passage Indemnitee or Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Passage or Penn or any other Passage Indemnitee or Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by ▇▇▇▇▇. Gemma will pay such fees and expenses either directly or will reimburse such Person within [*] after ▇▇▇▇▇’s receipt of an invoice for such fees and expenses.

2Procedure. The Indemnifying Party shall have the right to assume and conduct the defense of the Third Party Claim using counsel of its choicechoice and reasonably acceptable to the Indemnified Party; provided, however, that the Indemnified Party may participate in and monitor such defense with counsel of its choice at its own expense, subject to the Indemnifying Party’s right to control such defense. With respect to any Third Party Claim for which the Indemnifying Party has assumed the defense: (a) the The Indemnified Party shall provide ​ the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with such defense, (b) the defense of the Third Party Claim for which indemnity is being sought. The Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party if the settlement would: (ia) result in or impose any obligation (including any payment obligation) on the Indemnified Party, or (iib) result in any admission of wrong-doing or fault by the Indemnified Party, and (c) so . So long as the Indemnifying Party is actively defending the Third Party Claim in good faith, the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party. If the Parties cannot agree as to the application of Section 10.1 or Section 10.2 to any Third Party Claim, pending resolution of the dispute pursuant to Section 12.6, the Parties may conduct separate defenses of such Third Party Claim(s), with each Party retaining the right to claim indemnification from the other Party in accordance with Section 10.1 or Section 10.2, as applicable, upon resolution of the underlying claim. If the Indemnifying Party does not assume and conduct the defense of the Third Party Claim as provided above, (Aa) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third Party Claim in any manner the Indemnified Party may deem reasonably appropriate, and (Bb) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided under in this Article 12. If the Parties cannot agree as to the application of Section 10.1 12.1 or Section 10.2. Notwithstanding anything 12.2 to any Third Party Claim, pending resolution of the contrary in this dispute pursuant to Section 10.3.214.6, in the event that Passage or Penn believes in good faith that a bona fide conflict exists between Gemma and Passage or Penn or any other Passage Indemnitee or Penn Indemnitee Parties may conduct separate defenses of such Third Party Claim(s), with respect to a claim or suit subject to indemnification hereunder, then Passage or Penn or any other Passage Indemnitee or Penn Indemnitee shall have each Party retaining the right to defend against any such claim indemnification from the other Party in accordance with Section 12.1 or suit itselfSection 12.2, including by selecting its own counselas applicable, with any reasonable attorney’s fees and litigation expenses being paid for by ▇▇▇▇▇. Gemma will pay such fees and expenses either directly or will reimburse such Person within [*] after ▇▇▇▇▇’s receipt upon resolution of an invoice for such fees and expensesthe underlying claim.

2Procedure. The Indemnifying Party shall assume and conduct the defense of the Third Party Claim using counsel of its choice; provided, however, that the Indemnified Party may participate in and monitor such defense with counsel of its choice at its own expense, subject to the Indemnifying Party’s right to control such defense. With respect to any Third Party Claim for which the Indemnifying Party has assumed the defense: (a) the Indemnified Party shall provide 37 ​ ​ the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with such defense, (b) the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party if the settlement would: (i) result in or impose any obligation (including any payment obligation) on the Indemnified Party, or (ii) result in any admission of wrong-doing or fault by the Indemnified Party, and (c) so long as the Indemnifying Party is actively defending the Third Party Claim in good faith, the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party. If the Parties cannot agree as to the application of Section 10.1 or Section 10.2 to any Third Party Claim, pending resolution of the dispute pursuant to Section 12.6, the Parties may conduct separate defenses of such Third Party Claim(s), with each Party retaining the right to claim indemnification from the other Party in accordance with Section 10.1 or Section 10.2, as applicable, upon resolution of the underlying claim. If the Indemnifying Party does not assume and conduct the defense of the Third Party Claim as provided above, (A) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third Party Claim in any manner the Indemnified Party may deem reasonably appropriate, and (B) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided under Section 10.1 or Section 10.2. Notwithstanding anything to the contrary in this Section 10.3.2, in the event that Passage or Penn believes in good faith that a bona fide conflict exists between Gemma and Passage or Penn or any other Passage Indemnitee or Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Passage or Penn or any other Passage Indemnitee or Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any reasonable attorney’s fees and litigation expenses being paid for by ▇▇▇▇▇. Gemma will pay such fees and expenses either directly or will reimburse such Person within [*] after ▇▇▇▇▇’s receipt of an invoice for such fees and expenses.