Defence of Claims. 38.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 38, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled.
38.4.2 If the Indemnifying Party has exercised its rights under Clause 38.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action,
Defence of Claims.
(a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.
(b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.
Defence of Claims. The Parties shall render each other all reasonable assistance in the defence of any Claim made against a Party by a Third Party arising out of any Incident or other event giving rise to a Claim.
Defence of Claims. (a) The indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence.
(b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder.
(c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption of the defence.
(d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party.
(e) Following acknowledgment of the indemnification and assumption of defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized ...
Defence of Claims. The Executive agrees that, during his employment with the Company and after his termination, he will cooperate with the Company and its affiliates in the defence of any claims that may be made against the Company or its affiliates to the extent that such claims may relate to services performed by him for the Company. To the extent travel is required to comply with the requirements of this Section 8, the Company, shall to the extent possible, provide the Executive with notice at least 10 days prior to the date on which such travel would be required and the Company agrees to reimburse the Executive for all of his reasonable actual expenses associated with such travel; provided, however, that if the Company reasonably expects the travel to be extensive or unduly burdensome to the Executive from a financial perspective, the Company may provide to the Executive pre-paid tickets for transportation in connection with such travel.
Defence of Claims a) Each party (indemnifying party) will defend and settle, and indemnify and hold harmless the other party from and against any liability for legal costs or damages awarded under any final judgment or amounts payable by the other party under a settlement Agreement made in respect of, any action, claim or proceeding brought by a third party against the other party alleging that the other party's use of the indemnifying party's Material infringes Intellectual Property Rights of any person (an IP Claim).
b) Where a party is subject to an IP Claim, it must:
i. notify the indemnifying party in writing immediately of any such IP Claim;
ii. give the indemnifying party sole control of the defence of the proceedings;
iii. cooperates and provides reasonable assistance to the indemnifying party to defend or settle the IP Claim;
iv. not settle the IP Claim or consent to any judgment being entered without the indemnifying party's prior written consent; and
v. takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in Clause 6.10 a).
c) The indemnifying party's obligation under Clause 6.10
a) is reduced to the extent that:
i. the other party's failure to comply with Xxxxxxx 6.10 b) prejudices the indemnifying party's defence of the IP Claim;
ii. the IP Claim is based on use of the indemnifying party's Material in a manner or for a purpose not authorised by the indemnifying party.
d) If any IP Claim is made, or in Kineo's reasonable opinion is likely to be made, against the Customer, Kineo may at its option and expense:
i. obtain for the Customer the right to continue using the relevant Kineo Material in the manner permitted under this Agreement; or
ii. modify or replace the infringing part of the Kineo Material so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Kineo Material; or
iii. terminate the Agreement and refund Charges paid in advance by the Customer in respect of any period following such termination.
e) The provisions of this Clause 6.10 state the entire liability of the indemnifying party to the other party in connection with an IP Claim and shall be the other party’s sole and exclusive remedy in that regard.
Defence of Claims. The Parties shall render each other, and the Access Holder shall cause the Operator to render, all reasonable assistance in the defence of any Claim made against a Party by a Third Party arising out of any Incident or other event giving rise to a Claim.
Defence of Claims. The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 3.4, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled.
Defence of Claims. The Indemnified Party covenants and agrees that, upon becoming aware of any facts or circumstances which may give rise to the Indemnified Party becoming a party, directly or indirectly, to any action, proceeding or inquiry referred to in paragraph 4(a) (a "CLAIM"), the Indemnified Party shall provide written notice to Nexen setting out in reasonable detail the nature of the facts relating to such Claim. Upon receipt of the notice of the Claim, Nexen shall, at its expense and in a timely manner, contest and defend against the Claim or cause the relevant Corporation to contest and defend against the Claim and take all such steps as may be necessary or proper to prevent the resolution thereof in a manner adverse to the Indemnified Party. The Indemnified Party shall fully cooperate with Nexen in taking all such steps. If Nexen does not in a timely manner undertake or cause the contestation or defence of the Claims, the Indemnified Party may do so and such contestation or defence shall be at the expense and risk of Nexen provided that if the outcome of such action, proceeding or inquiry establishes that the Indemnified Party was not entitled to contest or defend the Claim at the risk and expense of Nexen, then the Indemnified Party shall repay to Nexen all amounts paid by Nexen in connection with such contestation or defence pursuant to this section 10 and paragraph 4(f) for which there was no entitlement to indemnification.
Defence of Claims. (a) The parties will render to each other all reasonable assistance in the defence of any Claim made against the other party by a third party arising out of any Incident.
(b) To the extent that a party ('Responsible Party') is obliged to fully indemnify the other party ('Indemnified Party') against a Claim by a third party against the Indemnified Party, the Responsible Party;
(i) may, subject only to the terms of any applicable insurance which the Indemnified Party may have, at its own expense, defend and settle any action or proceedings in the name of the Indemnified Party and execute such documents in the action or proceedings as the Responsible Party sees fit.
(ii) will indemnify the Indemnified Party in respect of all costs, expenses and losses that the Indemnified Party may incur or have incurred on account of the action or proceedings.
