Common use of Claims Subject to Indemnification Clause in Contracts

Claims Subject to Indemnification. Each Party shall promptly notify the other of any claim for which indemnification may be sought under this Agreement, and shall give the indemnifying Party the opportunity to defend the claim with counsel of its choice, subject to the approval of the Party against whom the claim is being brought, which shall not be unreasonably withheld or delayed, at its sole cost and expense. The indemnifying Party shall not settle or compromise such claim without the prior written consent of the indemnified Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the subject matter underlying such claim is reasonably determined by the indemnitee to be or reasonably anticipated to be materially and adversely precedent setting to the indemnitee, or which may materially and adversely affect the indemnitee’s future operations, the indemnitee may, in its reasonable judgment, withhold its consent to indemnitor defending the claim with its own counsel, or settling the claim, and upon written notice to indemnitor, indemnitee shall proceed with its defense of the claim. The indemnitor’s liability when indemnitee is defending the claim shall not exceed that which indemnitor would have incurred had indemnitor provided the claim defense.

Claims Subject to Indemnification. Each Party party shall promptly notify the other of any claim for which indemnification may be sought under this Agreement, and shall give the indemnifying Party party the opportunity to defend the claim with counsel of its choice, subject to the reasonable approval of the Party party against whom the claim is being brought, which shall not be unreasonably withheld or delayed, at its sole cost and expense. The indemnifying Party , and shall not settle or compromise such claim without the prior written consent of the indemnified Partyprospective indemnitor, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the subject matter underlying such claim is reasonably determined by the indemnitee to be or reasonably anticipated to potentially be materially and adversely precedent setting to the indemniteesetting, or which may materially and adversely affect effect the indemnitee’s future operations, the indemnitee may, in its reasonable sole judgment, withhold its consent to indemnitor defending the claim with its own counsel, or settling the claim, and upon written notice to indemnitor, indemnitee shall proceed with its defense of the claim. The indemnitorIndemnitor’s liability when indemnitee is defending the claim shall not exceed that which indemnitor would have incurred had indemnitor provided the claim defense.