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 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 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 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 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 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 SCCSWA, be entitled to cooperate with SCCSWA with respect to the defense. With the written consent of SCCSWA, the Operator may assume the defense or represent the interests of SCCSWA 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 SCCSWA and to propose, accept or reject offers of settlement.
Cooperation Regarding Claims. To the extent reasonable, Seller shall cooperate with Purchaser in the pursuit of any Claims or choses in action included in the Purchased Assets pursuant to Section 1.4, and such cooperation may include, but shall not be limited to, suit in Seller’s name, if required.
Cooperation Regarding Claims. Employee will, with reasonable notice during and after the term of this Agreement, furnish information as may be in his possession or otherwise cooperate with Employer as may be reasonably requested in connection with any claims or legal actions in which Employer or a subsidiary is or may become a party. Employer will reimburse Employee for all documented out-of-pocket expenses Employee incurs in the performance of his duties under this clause (a).
