Common use of Conduct of Indemnity Claims Clause in Contracts

Conduct of Indemnity Claims. Where either party is required to indemnify the other party in connection with a third party claim, the Indemnified Party will: a. notify the Indemnifying Party of the claim within ten (10) Business Days of becoming aware of the claim; b. allow the Indemnifying Party to take over and assume the defence and settlement of the claim at the Indemnifying Party’s cost (in consultation with the Indemnified Party if such defence and/or settlement could negatively affect the Indemnified Party). The Indemnified Party may (but is not obliged to) elect to employ counsel at its own expense in respect of the defence and settlement of such claim; c. give the Indemnifying Party reasonable assistance in connection with the conduct of the claim (at the Indemnifying Party’s cost); and d. not admit any liability or agree to any settlement without the Indemnifying Party’s prior approval (not to be unreasonably withheld).