Common use of Conditions and Limitations of Indemnification Obligation Clause in Contracts

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("Indemnitor"), the party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of a Third Party Claim; (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and/or settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonably required by the Indemnitor; (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt); (v) submit to the Indemnitor for prior approval (which shall not be unreasonably withheld) any out-of-pocket expenditures to be made in connection with the defense against a Third Party Claim. (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). If the Indemnitor assumes the control of the defense against a Third Party Claim, any out-of-pocket costs and expenses of the Indemnitee approved pursuant to subsection (v) above shall be reimbursed based on an invoice and receipts showing the payment of such costs and expenses. (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party Party ("“Indemnitor"”), the party Party claiming indemnification ("“Indemnitee"”) must: shall: (ia) notify the Indemnitor promptly after learning of a Third Party Claim; ; (iib) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and/or settlement of any such Third Party Claim against the Indemnitee; ; (iiic) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonably required by the Indemnitor; ; and (ivd) abstain from making any statements or taking any actions which damage prejudice the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt); (v) submit to the Indemnitor for prior approval (which shall not be unreasonably withheld) any out-of-pocket expenditures to be made in connection with the defense against a Third Party Claim. (b) . The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's ’s rights or interest without the Indemnitee's ’s prior written approval (which approval shall not be unreasonably withheld). If The failure to promptly notify the Indemnitor assumes the control of the defense against a any such Third Party Claim, Claim shall not relieve the Indemnitor of any out-of-pocket costs and expenses of the Indemnitee approved pursuant to subsection (v) above shall be reimbursed based on an invoice and receipts showing the payment of such costs and expenses. (c) The Indemnitor shall have no obligation duty to indemnify the Indemnitee except to the extent that the Indemnitor can demonstrate actual loss and prejudice as a Third Party Claim results from result of such failure. The Indemnitee may participate in any such defense, at its own expense, by separate counsel of its choice; provided further, that any such participation shall not limit the negligence or willful misconduct of the IndemniteeIndemnitor's right to control such defense.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party Party ("Indemnitor"), the party Party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of any legal action undertaken by a Third Party and related to the subject matter of this Article 11 (a "Third Party Claim;"); * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and/or and settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonably reasonable required by the Indemnitor;; and (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt); (v) submit to the Indemnitor for prior approval (which shall not be unreasonably withheld) any out-of-pocket expenditures to be made in connection with the defense against a Third Party Claim. (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). If the Indemnitor assumes the control of the defense against a Third Party Claim, any out-of-pocket costs and expenses of the Indemnitee approved pursuant to subsection (v) above shall be reimbursed based on an invoice and receipts showing the payment of such costs and expenses. (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("“Indemnitor"”), the party claiming indemnification ("“Indemnitee"”) must: (i) notify the Indemnitor promptly after learning of a Third Party Claim; (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and/or settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonably required by the Indemnitor; (iv) abstain from making any statements or taking any actions which damage prejudice the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt); (v) submit to the Indemnitor for prior approval (which shall not be unreasonably withheld) any out-of-pocket expenditures to be made in connection with the defense against a Third Party Claim. (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's ’s rights or interest without the Indemnitee's ’s prior written approval (which approval shall not be unreasonably withheld). If the Indemnitor assumes the control of the defense against a Third Party Claim, any out-of-pocket costs and expenses of the Indemnitee approved pursuant to subsection (v) above shall be reimbursed based on an invoice and receipts showing the payment of such costs and expenses. (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder pursuant to this Section 13. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 13, such Party (the “Indemnified Party”) shall provide the other Party (the “Indemnifying Party”) with prompt written notice of such proceeding (the “Indemnification Claim Notice”). Promptly after the Indemnifying Party receives the Indemnification Claim Notice, the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 13 by giving written notice to the Indemnified Party within thirty (30) days (or within such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than seventy (70) days, provided that the Indemnified Party makes all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, provided that (a) In order the claim solely seeks monetary damages and (b) the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to maintain satisfy and discharge the right to be indemnified by claim in full (the other party matters described in ("Indemnitor"a) and (b), the party claiming indemnification ("Indemnitee") must: (i) notify “Litigation Conditions”). The Indemnified Party may, at any time, assume all such defense if the Indemnitor promptly after learning Litigation Conditions are not satisfied. Upon assuming the defense of a Third Party claim in accordance with this Section 13, the Indemnifying Party shall be entitled to appoint lead counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party Claim; , except as otherwise set forth in this Section 13, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party claim. Without limiting this Section 13, any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (ii) allow the Indemnitor Indemnifying Party has failed to manage assume and actively further the defense and employ counsel in accordance with this Section 13.4 (in which case the Indemnified Party shall control the defense); or (by way of intervention or otherwiseiii) the defense and/or settlement Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any Losses relating solely to the payment of any such money damages in connection with a Third Party Claim against that shall not result in the Indemnitee; Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Losses, on such terms as the Indemnifying Party, in its reasonable discretion, shall deem appropriate (iiiprovided that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and shall transfer to the Indemnified Party all amounts which said Indemnified Party shall be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Article 13, the Indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability, provided that it obtains the prior written consent of the Indemnified Party (which consent shall be at the Indemnified Party’s reasonable discretion). The Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with this Article 13 shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party (but in no event to include any court judgment or judicial or administrative order or disposition) that is reached without the written consent of such Indemnifying Party. No Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party Claim in accordance with this Article 13. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall cooperate with the Indemnitor in the defense or the settlement negotiations of prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claims as reasonably required Claim. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnitor; (iv) abstain from making any statements or taking any actions which damage the defense against a Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim (includingClaim, without limitationand making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, any statements against and the interest of Indemnifying Party shall reimburse the Indemnitee or admissions of causation or guilt); (v) submit to the Indemnitor Indemnified Party for prior approval (which shall not be unreasonably withheld) any all its reasonable out-of-pocket expenditures to be made expenses incurred in connection with the defense against a Third Party Claimsuch cooperation. (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). If the Indemnitor assumes the control of the defense against a Third Party Claim, any out-of-pocket costs and expenses of the Indemnitee approved pursuant to subsection (v) above shall be reimbursed based on an invoice and receipts showing the payment of such costs and expenses. (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) A Person entitled to indemnification pursuant to either Section 11.1 or Section 11.2, will hereinafter be referred to as an “Indemnified Party.” A Party obligated to indemnify an Indemnified Party hereunder will hereinafter be referred to as an “Indemnifying Party.” In order to maintain the right to be indemnified by the other party ("Indemnitor")event an Indemnified Party is seeking indemnification under either Section 11.1 or Section 11.2, the party claiming indemnification ("Indemnitee") must: (i) notify Indemnified Party shall inform the Indemnitor promptly Indemnifying Party as soon as reasonably practicable after learning it receives notice thereof, it being understood and agreed that the failure by an Indemnified Party to give notice of a Third Party Claim; (ii) allow Claim as provided in this Section 11.3 shall not relieve the Indemnitor Indemnifying Party of its indemnification obligation under this Agreement except and only to manage the extent that such Indemnifying Party is actually and materially prejudiced as a result of such failure to give notice. The Indemnified Party shall permit the Indemnifying Party to assume direction and control (by way of intervention or otherwise) the defense and/or of Third Party Claim and, at the Indemnifying Party’s expense, shall cooperate as reasonably requested in the defense of such Third Party Claim. The Indemnified Party shall have the right to retain its own counsel at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the Indemnifying Party shall be responsible for the cost of one counsel for the Indemnified Party (and all other Indemnified Parties in connection with the same Third Party Claim or multiple Third Party Claims arising out of the same events or circumstances). The Indemnifying Party may not settle such Third Party Claim, or otherwise consent to an adverse judgment in such Third Party Claim, without the Indemnified Party’s prior written consent not to be unreasonably withheld or delayed; provided that the Indemnifying Party shall not require such consent with respect to the settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonably required by the Indemnitor; (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (includingi) where the sole relief provided is for monetary damages that are paid in full by the Indemnifying Party, without limitation(ii) which would not materially diminish or limit or otherwise adversely affect the rights, any statements against the interest activities or financial interests of the Indemnitee Indemnified Party, and (iii) which does not result in any finding or admissions admission of causation or guilt); (v) submit to fault by the Indemnitor for prior approval (which shall Indemnified Party. The Indemnified Party may not be unreasonably withheld) any out-of-pocket expenditures to be made in connection with the defense against a Third Party Claim. (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). If the Indemnitor assumes the control of the defense against a settle such Third Party Claim, any out-of-pocket costs and expenses of the Indemnitee approved pursuant or otherwise consent to subsection (v) above shall be reimbursed based on an invoice and receipts showing the payment of adverse judgment in such costs and expenses. (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from Claim, without the negligence Indemnifying Party’s prior written consent not to be unreasonably withheld or willful misconduct of the Indemniteedelayed.