Common use of Conduct of Claims Clause in Contracts

Conduct of Claims. 13.1 In respect of the indemnities given in this Agreement: 13.1.1 the indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 the indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlement; and 13.1.3 the indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 5 contracts

Samples: Transfer Agreement, Transfer Agreement, Transfer Agreement

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Conduct of Claims. 13.1 10.1 In respect of the indemnities given in this Agreement: 13.1.1 10.1.1 the indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 10.1.2 the indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlement; and 13.1.3 10.1.3 the indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 5 contracts

Samples: Transfer Agreement, Transfer Agreement, Transfer Agreement

Conduct of Claims. 13.1 10.1 In respect of the indemnities given in this Agreement: 13.1.1 the 10.1.1 The indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 the 10.1.2 The indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlementmatters; and 13.1.3 the 10.1.3 The indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 5 contracts

Samples: Commercial Transfer Agreement, Commercial Transfer Agreement, Commercial Transfer Agreement

Conduct of Claims. 13.1 In respect of the indemnities given in this Agreement: 13.1.1 the : The indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 the ; The indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters matters; and obtain their consent before settlement; and 13.1.3 the The indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 2 contracts

Samples: Transfer Agreement, Commercial Transfer Agreement

Conduct of Claims. 13.1 10.1 In respect of the indemnities given in this Agreement: 13.1.1 10.1.1 the indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 10.1.2 the indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlementsettlement which shall not be unreasonably withheld or delayed; and 13.1.3 10.1.3 the indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 2 contracts

Samples: Transfer Agreement, Transfer Agreement

Conduct of Claims. 13.1 15.1 In respect of the indemnities given in this Agreement: 13.1.1 the 15.1.1 The indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 the 15.1.2 The indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlementmatters; and 13.1.3 the 15.1.3 The indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 1 contract

Samples: Commercial Transfer Agreement

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Conduct of Claims. 13.1 11.1 In respect of the indemnities given in this Agreement: 13.1.1 the 11.1.1 The indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 the 11.1.2 The indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlementmatters; and 13.1.3 the 11.1.3 The indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 1 contract

Samples: Transfer Agreement

Conduct of Claims. 13.1 In respect of the indemnities given in this Agreement: 13.1.1 : the indemnified party Party shall give written notice to the indemnifying party Party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 ; the indemnifying party Party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified partyParty, the indemnifying party Party shall consult with the indemnified party Party and shall at all times keep the indemnified party Party informed of all matters which could have a material matters and obtain their consent before settlement; and 13.1.3 impact on the indemnified party Party; and the indemnified Party shall, at the indemnifying party’s Party's expense, provide all reasonable assistance and documentation required by the indemnifying party Party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party Party shall reimburse the indemnified party Party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s Party's failure to defend, conduct and/or settle such claims and proceedings.

Appears in 1 contract

Samples: Transfer Agreement

Conduct of Claims. 13.1 9.1 In respect of the indemnities given in this Agreement: 13.1.1 9.1.1 the indemnified party Party shall give written notice to the indemnifying party Party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity; 13.1.2 9.1.2 the indemnifying party Party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified partyParty, the indemnifying party Party shall consult with the indemnified party Party and shall at all times keep the indemnified party Party informed of all matters which could have a material matters and obtain their consent before settlementimpact on the indemnified Party; and 13.1.3 9.1.3 the indemnified party Party shall, at the indemnifying partyParty’s expense, provide all reasonable assistance and documentation required by the indemnifying party Party in connection with, and act as or be joined as a defendant in, any claim or proceedings brought by a third party. The indemnifying party Party shall reimburse the indemnified party Party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying partyParty’s failure to defend, conduct and/or settle such claims and proceedings.

Appears in 1 contract

Samples: Transfer Agreement

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