Common use of Additional Indemnification Procedures Clause in Contracts

Additional Indemnification Procedures. The indemnifying Party shall notify the indemnified Party of its intentions as to the defense of the claim in writing within [*****] after the indemnifying Party’s receipt of notice of the claim from the indemnified Party. If the indemnifying Party assumes the defense of a claim against an indemnified Party, the indemnifying Party shall have no obligation or liability under this Article 14 as to any claim for which settlement or compromise of such claim or an offer of settlement or compromise of such claim is made by the indemnified Party without the prior written consent of the indemnifying Party. The indemnified Party shall reasonably cooperate with the indemnifying Party in its defense of the claim (including copying and making documents and records available for review and making persons within its control available for pertinent testimony in accordance with the confidentiality provisions of Article 14) at the indemnifying Party’s reasonable, pre-approved expense. If the indemnifying Party assumes defense of the claim, the indemnified Party may participate in, but not control, the defense of such claim using attorneys of its choice and at its sole cost and expense (i.e., with such cost and expense not being covered by the indemnifying Party). If the indemnifying Party does not agree to assume the defense of the claim asserted against the indemnified Party (or does not give notice that it is assuming such defense), or if the indemnifying Party assumes the defense of the Claim in accordance with this Section 14.3, but yet fails to defend or take other reasonable, timely action, in response to such claim asserted against the indemnified Party, the indemnified Party shall have the right to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim; provided, however, that no Party shall have the right to settle a claim in a manner that would adversely affect the rights granted to the other Party hereunder, or would materially conflict with this Agreement, without the prior written consent of the Party entitled to control the defense of such claim, which consent shall not be unreasonably withheld, delayed or conditioned.

Additional Indemnification Procedures. The indemnifying Party shall notify the indemnified Party of its intentions as Notwithstanding anything in this Agreement to the defense of the contrary: (i) The Parties shall cooperate with each other to resolve any claim in writing within [*****] after the indemnifying Party’s receipt of notice of the claim from the indemnified Party. If the indemnifying Party assumes the defense of a claim against an indemnified Party, the indemnifying Party shall have no obligation or liability under this Article 14 as with respect to which any claim for which settlement or compromise of such claim or an offer of settlement or compromise of such claim Party is made by the indemnified Party without the prior written consent of the indemnifying Party. The indemnified Party shall reasonably cooperate with the indemnifying Party in its defense of the claim (including copying and making documents and records available for review and making persons within its control available for pertinent testimony in accordance with the confidentiality provisions of Article 14) at the indemnifying Party’s reasonable, pre-approved expense. If the indemnifying Party assumes defense of the claim, the indemnified Party may participate in, but not control, the defense of such claim using attorneys of its choice and at its sole cost and expense (i.e., with such cost and expense not being covered by the indemnifying Party). If the indemnifying Party does not agree obligated to assume the defense of the claim asserted against the indemnified Party (or does not give notice that it is assuming such defense), or if the indemnifying Party assumes the defense of the Claim in accordance with this Section 14.3, but yet fails to defend or take other reasonable, timely action, in response to such claim asserted against the indemnified Party, the indemnified Party shall have the right to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of indemnify any such claim; provided, however, that no Party shall have the right to settle a claim in a manner that would adversely affect the rights granted to the other Party hereunder, or would materially conflict including using commercially reasonable efforts to mitigate any Adverse Consequences that form the basis of a claim hereunder (and the costs incurred in connection with this Agreement, without the prior written consent such mitigation shall be deemed to be indemnifiable Adverse Consequences). In furtherance of the foregoing, the Parties shall use commercially reasonable efforts to seek full recovery under all applicable insurance policies covering any Adverse Consequences, to the same extent as they would if such Adverse Consequences were not subject to indemnification hereunder. (ii) The amount of any Adverse Consequences for which indemnification is provided under this Article IX shall be net of (x) insurance proceeds actually recovered by the Indemnified Party entitled to control the defense in respect of such claimAdverse Consequences (net of any costs incurred in connection with such recovery), which consent and (y) amounts actually recovered from third parties pursuant to indemnification or otherwise (net of any costs incurred in connection with such recovery). (iii) If any Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after being indemnified by an Indemnifying Party with respect to some or all of any Adverse Consequences, such Indemnified Party shall pay to the Indemnifying Party the lesser of (x) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable attorney’s fees and other reasonable expenses incurred in connection with such recovery, and (y) the aggregate amount paid by the Indemnifying Party minus, to the extent applicable to such indemnification matter, the Basic Indemnification Threshold if not otherwise recovered by the Indemnified Party; and in each case only to the extent of the Adverse Consequences suffered by such Indemnified Party in respect to the applicable indemnification matter. (iv) If an inaccuracy in any of the representations and warranties made by any Seller Party, or a breach of any covenants of any Seller Party, gives rise to an adjustment in the Purchase Price, or otherwise was the basis for an adjustment to (or was taken into account in calculating) the Final Adjustments, then such inaccuracy or breach shall not be unreasonably withheld, delayed or conditioned(to such extent) give rise to an indemnification obligation hereunder.