Common use of Conduct of Proceedings Clause in Contracts

Conduct of Proceedings. i A Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof, shall be subject to the said indemnity, provided that Party obligated to indemnify the other Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, if it:

Conduct of Proceedings. i A Each Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof, thereof shall be subject to the said indemnity, ; provided that Party obligated to indemnify the other indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through legal advisers of its choicechoice if it (a) gives notice of its intention to do so to the first-mentioned Party, if it:(b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Clause 12.5, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayed.

Conduct of Proceedings. i A Each Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof, thereof shall be subject to the said indemnity, ; provided that Party obligated to indemnify the other indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choicechoice if it (a) gives notice of its intention to do so to the first-mentioned Party, if it:(b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Clause 12.5, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably withheld.

Conduct of Proceedings. i A Each Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof, thereof shall be subject to the said indemnity, ; provided that Party obligated to indemnify the other indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choicechoice if it (a) gives notice of its intention to do so to the first-mentioned Party, if it:(b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Clause 12.5, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayed.

Conduct of Proceedings. i A If a Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunderunder this clause 16 (Indemnification), and the reasonable costs and expenses thereof, shall be subject to the said indemnity, provided that Party obligated to indemnify the other Party shall promptly notify the indemnifying Party of the claim being made or action being brought against the other Party giving rise to such indemnification and the indemnifying Party may at its own expense conduct all negotiations for the settlement of the same, and any litigation or arbitration which may arise from it (provided that the indemnifying Party shall not settle any such matter without the prior consent of the other Party). The other Party (and the other Party's personnel) shall not make any admission which might be entitledprejudicial to the indemnifying Party, unless and until the indemnifying Party shall have failed to take over the conduct of the negotiations, litigation or arbitration within a reasonable time of being requested to do so by the other Party, and/or shall otherwise have failed to complied with the indemnifying Party's obligations hereunder. The other Party shall, at its optionthe request of the indemnifying Party, to assume and control afford all reasonably available assistance for the defense purpose of contesting any such claim, claim or action, suit or proceeding and shall be repaid all expenses and costs (including overheads and financing costs) reasonably incurred in so doing. The indemnifying Party shall at its expense the request of the other Party keep the other Party reasonably informed of the progress of negotiations and through legal advisers of its choice, if it:litigation referred to in this clause 16.4 (

Conduct of Proceedings. i A Party seeking If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification under this Clause 14 (the "Indemnified Party") shall give written notice thereof to the other Party party (the “Indemnifying Party”"Indemnitor") a Notice of any and all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as promptly after the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification except to the extent that such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim by any other means. ii Any Party entitled or proceeding, or to indemnification compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the rightright to compromise, but not the obligationsettle, to contest, defend and litigate (and to retain legal advisers or dispose of its choice in connection therewith) any claim, action, suit such claim or proceeding by any third party alleged or asserted against unless it and arising out of any matter has acknowledged in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof, shall be subject to the said indemnity, provided that Party obligated writing its obligation to indemnify the other Indemnified Party shall be entitled, at its option, as set forth herein and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to assume and control the defense of satisfy any such claim, liabilities. The parties will fully cooperate in any such action, suit or proceeding at its expense and through legal advisers of its choice, if it:shall make