Common use of Conditions of Indemnity Clause in Contracts

Conditions of Indemnity. The party seeking indemnification pursuant to this Section 20 (each an “Indemnitee”) will promptly notify the other party (each an “Indemnitor”) of any indemnifiable action, suit or claim (“Claim”) of which it becomes aware, and each Indemnitee will cooperate with the Indemnitor and its insurance carrier in the defense of any such Claim. The Indemnitor agrees, at its sole expense, to diligently defend against any such Claim against any Indemnitee whether or not such Claim is rightfully brought or filed. With respect to any Claim as to which the Indemnitor has irrevocably acknowledged a duty to indemnify the Indemnitees, the Indemnitor will be entitled to conduct and direct defense of the Indemnitees against such Claim using qualified attorneys of Indemnitor's own selection, but Indemnitor will consult with the Indemnitees on litigation strategy and any proposed settlements. The Indemnitor will not enter into a settlement agreement of any such Claim without the Indemnitee's prior written approval unless the settlement agreement: (i) includes a full and unconditional release of each Indemnitee and (ii) has no finding or admission of any violation or wrongdoing by any Indemnitee. At the individual option of an Indemnitee, such Indemnitee may defend itself at its own expense.