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

Conditions and Limitations of Indemnification Obligation. In order to maintain the right to be indemnified by the other Party (“Indemnitor”), the Party claiming indemnification (“Indemnitee”) shall: (a) notify the Indemnitor promptly after learning of a Third Party Claim; (b) 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; (c) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonably required by the Indemnitor; and (d) abstain from making any statements or taking any actions which 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). 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). The failure to promptly notify the Indemnitor of any such Third Party Claim shall not relieve the Indemnitor of any such duty to indemnify except to the extent that the Indemnitor can demonstrate actual loss and prejudice as a 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 Indemnitor's right to control such defense.

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 order case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to maintain this Section 13, such Party (the right to be indemnified by “Indemnified Party”) shall provide the other Party (the “IndemnitorIndemnifying 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) 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 satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnified Party claiming indemnification (“Indemnitee”) shall: (a) notify 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; (b) allow , except as otherwise set forth in this Section 13, the Indemnitor Indemnifying Party shall not be liable to manage and control (the Indemnified Party for any legal expenses subsequently incurred by way such Indemnified Party in connection with the analysis, defense or settlement of intervention or otherwise) the Third Party claim. Without limiting this Section 13, any Indemnified Party shall be entitled to participate in, but not control, the defense and/or settlement of any such a Third Party Claim against 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 IndemniteeIndemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (cii) the Indemnifying Party has failed to 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 (iii) the Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim that shall not result in the 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 (provided 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 Third Party Claims 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 required by the Indemnitor; and (d) abstain from making any statements or taking any actions which 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). 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). The failure to promptly notify the Indemnitor of any requested in connection with such Third Party Claim Claim. Such cooperation shall not relieve include access during normal business hours afforded to the Indemnitor Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such duty to indemnify except to the extent that the Indemnitor can demonstrate actual loss and prejudice as a 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 Indemnitor's right to control such defensecooperation.

Conditions and Limitations of Indemnification Obligation. 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 event an Indemnified Party (“Indemnitor”)is seeking indemnification under either Section 11.1 or Section 11.2, the Indemnified Party claiming indemnification (“Indemnitee”) shall: (a) notify 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; (b) 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; (c) cooperate with the Indemnitor as provided in the defense or the settlement negotiations of Third Party Claims as reasonably required by the Indemnitor; and (d) abstain from making any statements or taking any actions which 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). 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). The failure to promptly notify the Indemnitor of any such Third Party Claim this Section 11.3 shall not relieve the Indemnitor Indemnifying Party of any such duty to indemnify its indemnification obligation under this Agreement except and only to the extent that the Indemnitor can demonstrate actual loss such Indemnifying Party is actually and prejudice materially prejudiced as a result of such failurefailure to give notice. The Indemnitee may participate Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of Third Party Claim and, at the Indemnifying Party’s expense, shall cooperate as reasonably requested in any the defense of such defense, Third Party Claim. The Indemnified Party shall have the right to retain its own counsel at its own expense, by separate counsel of its choice; provided furtherthat, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that any the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such participation 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 Third Party Claim (i) where the sole relief provided is for monetary damages that are paid in full by the Indemnifying Party, (ii) which would not materially diminish or limit or otherwise adversely affect the Indemnitor's right rights, activities or financial interests of the Indemnified Party, and (iii) which does not result in any finding or admission of fault by the Indemnified Party. The Indemnified Party may not settle such Third Party Claim, or otherwise consent to control an adverse judgment in such defenseThird Party Claim, without the Indemnifying Party’s prior written consent not to be unreasonably withheld or delayed.