Common use of Actions against Parties; Notification; Settlement without Consent if Failure to Reimburse Clause in Contracts

Actions against Parties; Notification; Settlement without Consent if Failure to Reimburse. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by the indemnified party (who shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgement (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Actions against Parties; Notification; Settlement without Consent if Failure to Reimburse. Each Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall give notice as promptly as reasonably practicable have the right to each indemnifying employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any action commenced against it claim in respect of which indemnity may be sought hereunder, but failure so to notify an under this Section 8 if (i) the indemnified party and the indemnifying party shall not relieve such have so mutually agreed; (ii) the indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. If it so elects has failed within a reasonable time after receipt of such notice, an indemnifying to retain counsel reasonably satisfactory to the indemnified party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by ; (iii) the indemnified party (who and its directors, officers, employees and controlling persons shall not, except with the consent of the indemnified party, be counsel to an indemnifying party), unless such other indemnifying parties or an indemnified party have reasonably object to such assumption on the ground that the named parties to any such action (including any impleaded parties) include both such indemnified party and an indemnifying party, and such indemnified party reasonably believes concluded that there may be legal defenses available to it which them that are different from or in addition to those available to such the indemnifying party. If an indemnifying party assumes ; or (iv) the defense of named parties in any such actionproceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties shall not by the same counsel would be liable for inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall be paid by the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesparty. No indemnifying party shall, shall (x) without the prior written consent of the indemnified partyparties, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect to, to any pending or threatened action claim, action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an parties are actual or potential party parties to such action claim or claimaction) unless such settlement, compromise or judgement (i) consent includes an unconditional release of the each indemnified party from all liability arising out of such action claim, action, suit or claim proceeding and (ii) does not include a statement as to to, or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent, but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(a) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

Actions against Parties; Notification; Settlement without Consent if Failure to Reimburse. Each Promptly after receipt by an indemnified party shall give under this Section 9 of notice as promptly as reasonably practicable of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to each be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of any action commenced against it in respect the claim or the commencement of which indemnity may be sought hereunderthat action; provided, but however, that the failure so to notify an the indemnifying party shall not relieve such indemnifying party it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than on account of under this indemnity agreementSection 9. An If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party may thereof, the indemnifying party shall be entitled to participate at its own expense in therein and, to the defense of such action. If extent that it so elects within a reasonable time after receipt of such notice, an indemnifying partywishes, jointly with any other similarly notified indemnifying parties receiving such noticeparty, may to assume the defense of such action thereof with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by satisfactory to the indemnified party in its sole discretion (who which counsel shall not, except with the written consent of the indemnified party, be counsel to an the indemnifying party), unless such other . After notice from the indemnifying parties or an party to the indemnified party reasonably object of its election to assume the defense of such assumption on claim or action, the ground indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that the named parties indemnified party shall have the right to any such action (including any impleaded parties) include both such employ counsel to represent jointly the indemnified party and an indemnifying partythose other indemnified parties and their respective directors, officers, employees and such controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 9 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel satisfactory to the indemnified party in its sole discretion; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably believes concluded that there may be legal defenses available to it which them that are different from or in addition to those available to such the indemnifying party. If an indemnifying party assumes ; or (iv) the defense of named parties in any such actionproceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties shall not by the same counsel would be liable for inappropriate due to actual or potential conflictng interests between them, and in any such event the fees and expenses of such separate counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall be paid by the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesparty. No indemnifying party shall, shall (x) without the prior written consent of the indemnified partyparties, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect to, to any pending or threatened action claim, action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an parties are actual or potential party parties to such action claim or claimaction) unless such settlement, compromise or judgement (i) consent includes an unconditional release of the each indemnified party from all liability arising out of such action claim, action, suit or claim proceeding and (ii) does not include a statement as to to, or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(a) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

Actions against Parties; Notification; Settlement without Consent if Failure to Reimburse. Each Promptly after receipt by an indemnified party shall give under this Section 9 of notice as promptly as reasonably practicable of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to each be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of any action commenced against it in respect the claim or the commencement of which indemnity may be sought hereunderthat action; provided, but however, that the failure so to notify an the indemnifying party shall not relieve such indemnifying party it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than on account of under this indemnity agreementSection 9. An If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party may thereof, the indemnifying party shall be entitled to participate at its own expense in therein and, to the defense of such action. If extent that it so elects within a reasonable time after receipt of such notice, an indemnifying partywishes, jointly with any other similarly notified indemnifying parties receiving such noticeparty, may to assume the defense of such action thereof with counsel chosen by it and reasonably approved by the other indemnifying parties defendant in such action and reasonably approved by satisfactory to the indemnified party in its sole discretion (who which counsel shall not, except with the written consent of the indemnified party, be counsel to an the indemnifying party), unless such other . After notice from the indemnifying parties or an party to the indemnified party reasonably object of its election to assume the defense of such assumption on claim or action, the ground indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the named parties indemnified party shall have the right to any such action (including any impleaded parties) include both such employ counsel to represent jointly the indemnified party and an indemnifying partythose other indemnified parties and their respective directors, officers, employees and such controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 9 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably believes satisfactory to the indemnified party in its sole discretion; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to it which them that are different from or in addition to those available to such the indemnifying party. If an indemnifying party assumes ; or (iv) the defense of named parties in any such actionproceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties shall not by the same counsel would be liable for inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall be paid by the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesparty. No indemnifying party shall, shall (x) without the prior written consent of the indemnified partyparties, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect to, to any pending or threatened action claim, action, suit or claim proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an parties are actual or potential party parties to such action claim or claimaction) unless such settlement, compromise or judgement (i) consent includes an unconditional release of the each indemnified party from all liability arising out of such action claim, action, suit or claim proceeding and (ii) does not include a statement as to to, or an admission of fault, culpability or a failure to act, act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(a) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.