Cooperation Regarding Claims Clause Samples
The Cooperation Regarding Claims clause requires the parties to assist each other in the event of a claim, dispute, or legal proceeding related to the agreement. This typically involves providing relevant information, documents, or testimony, and may include coordinating responses to third-party claims or regulatory inquiries. Its core function is to ensure that both parties work together efficiently to address and resolve claims, thereby minimizing misunderstandings and facilitating a unified defense or response.
Cooperation Regarding Claims. If any Party (each an “Indemnified Party”) shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Indemnified Party against a Party pursuant to this Section 10, such Indemnified Party shall, as promptly as possible, give the indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim. The Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Party, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and provided, however, that without the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plant.
Cooperation Regarding Claims. The parties agree to fully cooperate in assisting each other and their duly authorized employees, agents, representatives and attorneys, in investigating, defending or prosecuting incidents involving potential claims or lawsuits arising out of or in connection with the services rendered pursuant to this Agreement. This paragraph shall be without prejudice to the prosecution of any claims which any of the parties may have against each other and shall not require cooperation in the event of such claims
Cooperation Regarding Claims. If any party shall receive notice or have knowledge of any Claim for indemnification by any Texoga Indemnitee or Fulcrum Power Indemnitee (each, an “Indemnified Party”) against the other party (the “Indemnifying Party”) pursuant hereto, such Indemnified Party shall, as promptly as possible, give the Indemnifying Party notice of such Claim, including a reasonably detailed description of the facts and circumstances relating to such Claim and the basis for its potential demand for indemnification with respect thereto, and a complete copy of all notices, pleadings and other papers related thereto: provided that failure to give such prompt notice 9or to provide such information and documents shall not be a reason for the Indemnifying Party to resist or refuse indemnification unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party against such Claim.
Cooperation Regarding Claims. If any Party hereto shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Party or any other Owner or Energy Manager Indemnified Party, as applicable (the “Indemnified Party”) against the other Party (the “Indemnifying Party”) pursuant to this Agreement, such Indemnified Party shall, as promptly as possible, give the Indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided, that failure promptly to give such notice or to provide such information and documents shall not relieve the Indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim, unless the failure to provide such notice would give rise to additional liability on the part of the Indemnifying Party, in which case the Indemnifying Party shall not be liable for such additional liability.
Cooperation Regarding Claims. If either Party receives notice or has knowledge of any claim that may result in a claim for indemnification of Energy Manager by MMC or indemnification of MMC by Energy Manager pursuant to this Agreement, the Party in receipt of such notice shall, as promptly as possible, give the other Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto.
Cooperation Regarding Claims. If either party hereto shall receive notice or have knowledge of any claim, demand, action, suit or proceeding that may result in a claim for indemnification by such party against the other party pursuant to Section 6.01 such party shall, as promptly as possible, give the other party notice of such claim, demand, action, suit or proceedings, including a reasonably detailed description of the facts and circumstances relating to such claim, demand, action, suit or proceeding and a complete copy of all notices, pleadings, and other papers related thereto; provided that failure to promptly give such notice or to provide such information and documents shall not relieve the other party of any obligation of indemnification it may have under Section 6.01 unless such failure shall materially diminish the ability of such other party to respond to, or to defend the party failing to give such notice against, such claim, demand, action, suit or proceeding. The parties hereto shall consult with each other regarding and cooperate in respect of the response to and the defense of any such claim, demand, action, suit or proceeding, the party against whom indemnification is claimed shall, upon its acknowledgement in writing of its obligation to indemnify the party seeking indemnification, be entitled to assume the defense or to represent the interests of the party seeking indemnification in respect of such claim, demand, action, suit or proceeding, which shall include the right to select and direct legal counsel, and other consultants, appear in proceedings on behalf of such part and to propose, accept or reject offers of settlement.
Cooperation Regarding Claims. If either party shall receive notice or have knowledge of any claim, demand, action, suit or proceeding that may result in a claim for indemnification by a party, such party shall so notify the other party and provide pertinent information and documents. Failure to promptly give such notice or to provide such information and documents shall not relieve a party of any obligation of indemnification it may have under Article 8.1 unless such failure shall materially diminish the ability of the other party to respond to, or to defend the party failing to give such notice against such claim, demand, action, suit or proceeding. The parties shall consult with each other and cooperate in respect of the response to and the defense of any such claim, demand, action, suit or proceeding and, in the case of a claim for indemnification pursuant to Article 8.1, the Operator shall, upon acknowledgment in writing of its obligation to indemnify Northampton County, be entitled to cooperate with Northampton County with respect to the defense. With the written consent of Northampton County, the Operator may assume the defense or represent the interests of Northampton County with respect to such claim, demand, action, suit or proceeding which shall include the right to select and direct legal counsel and other consultants, appear in proceedings on behalf of Northampton County and to propose, accept or reject offers of settlement.
Cooperation Regarding Claims. If either the counties represented by the 5-County Region or the Operator shall receive notice or have knowledge of any claim, demand, action, suit or proceeding that may result in a claim for indemnification by the 5-County Region against the Operator pursuant to Article 8.1, that party shall so notify the other party and provide pertinent information and documents. Failure to promptly give such notice or to provide such information and documents shall not relieve the Operator of any obligation of indemnification it may have under Article 8.1 unless such failure shall materially diminish the ability of the Operator to respond to, or to defend the party failing to give such notice against such claim, demand, action, suit or proceeding. The 5-County Region and the Operator shall consult with each other and cooperate in respect of the response to and the defense of any such claim, demand, action, suit or proceeding and, in the case of a claim for indemnification pursuant to Article 8.1, the Operator shall, upon acknowledgment in writing of its obligation to indemnify the 5-County Region, be entitled to cooperate with the 5-County Region with respect to the defense. With the written consent of the 5-County Region, the Operator may assume the defense or represent the interests of the 5-County Region with respect to such claim, demand, action, suit or proceeding which shall include the right to select and direct legal counsel and other consultants, appear in proceedings on behalf of the 5-County Region and to propose, accept or reject offers of settlement.
Cooperation Regarding Claims. If any Indemnified Party intends to seek indemnification under this Article from an Indemnifying Party with respect to any action or claim, the Indemnified Party shall give the Indemnifying Party notice of such claim or action within thirty (30) days of the commencement of, or actual knowledge by the Indemnified Party of, such claim or action. Failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder so long as the Indemnifying Party is not materially harmed by the Indemnified Party's failure to give timely notice of the claim or action. The Indemnifying Party shall, at its sole cost and expense, defend any such claim or action; provided, however, that the Indemnified Party shall, at its own cost and expense, have the right to participate in the defense or settlement of any such claim or action. The Indemnified Party shall not compromise or settle any such claim or action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
Cooperation Regarding Claims. The indemnitor and the indemnitee shall provide reasonable cooperation with one another in connection with the resolution of any Claim, provided that, if such cooperation was at the request of indemnitor, any costs incurred by the indemnitee in connection with such cooperation shall be borne by the indemnitor, and shall be promptly reimbursed by the indemnitor upon demand from the indemnitee.