Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) sole control over the defense and settlement of the Third-Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Third-Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third-Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Party other than the payment of a sum of money fully indemnified by the Indemnifying Party.
Defense and Indemnification Procedures. 13.3.1 In the event that either Party becomes aware of any Claim for which a Party (the “Indemnifying Party”) may be required to indemnify an Indemnitee hereunder, it will as promptly as practicable notify the other Party in writing of such Claim, and such notice will include a copy of the Claim (if available) and any related correspondence or documentation; provided, that if the Party required to give notice is the Indemnitee, any failure to give such prompt notice will not constitute a waiver of any rights of the Indemnitee, except to the extent that the rights of the Indemnifying Party are actually and materially prejudiced thereby. If any Third Party Claim for which Contractor may be required to indemnify a State Indemnitee hereunder is asserted in writing against a State Indemnitee other than the Department, a failure by such State Indemnitee to give Concessionaire prompt notice in writing of such Claim, together with a copy of the Claim and any related correspondence or documentation from the third party asserting the Claim, will constitute a waiver of any rights of such State Indemnitee to indemnification to the extent, and only to the extent, that the rights of Contractor are actually and materially prejudiced thereby.
Defense and Indemnification Procedures. 15.9.1 If any of the Indemnified Parties receives notice of a claim or otherwise has actual knowledge of a claim that it believes is within the scope of the indemnities under Section 15.1, or otherwise herein where Maintenance Contractor is obligated to defend any of the Indemnified Parties, then TxDOT, on behalf of itself or any of the other Indemnified Parties, shall by writing as soon as practicable after receipt of the claim: (a) inform Maintenance Contractor of the claim, (b) send to Maintenance Contractor a copy of all written materials TXDOT has received asserting such claim and (c) notify Maintenance Contractor that should no insurer accept defense of the claim, the Indemnified Party will conduct its own defense unless Maintenance Contractor accepts the tender of the claim in accordance with Section 15.9.3. As soon as practicable after Maintenance Contractor receives notice of a claim or otherwise has actual knowledge of a claim, it shall tender the claim in writing to the insurers under all potentially applicable insurance policies. TxDOT and other Indemnified Parties also shall have the right to tender such claims to such insurers.
Defense and Indemnification Procedures. 21.2.1 If Owner receives notice of or otherwise has actual knowledge of a Claim which it believes is within the scope of Contractor’s indemnification under Section 21.1, it shall by writing as soon as practicable: (a) inform Contractor of such Claim; (b) send to Contractor a copy of all written materials Owner has received asserting such Claim; and (c) notify Contractor that either: (i) the defense of such Claim is being tendered to Contractor; or (ii) Owner has elected to conduct its own defense for a reason set forth in Section 21.2.5 below.
Defense and Indemnification Procedures. 7.4.1 If Department receives notice of or otherwise has actual knowledge of a claim which it believes is within the scope of Design-Builder’s indemnification under the Contract Documents, it shall by writing as soon as practicable: (i) inform Design-Builder of such claim; (ii) send to Design-Builder a copy of all written materials Department has received asserting such claim and
Defense and Indemnification Procedures. 18.2.1 If any of the Indemnified Parties receives notice of a claim or otherwise has actual knowledge of a claim that it believes is within the scope of the indemnities under Section 18.1, TxDOT shall by writing as soon as practicable after receipt of the claim: (a) inform DB Contractor of the claim, (b) send to DB Contractor a copy of all written materials TXDOT has received asserting such claim and (c) notify DB Contractor that should no insurer accept defense of the claim, the Indemnified Party will conduct its own defense unless DB Contractor accepts the tender of the claim in accordance with Section 18.2.3. As soon as practicable after DB Contractor receives notice of a claim or otherwise has actual knowledge of a claim, it shall tender the claim in writing to the insurers under all potentially applicable insurance policies. TxDOT and other Indemnified Parties also shall have the right to tender such claims to such insurers.
Defense and Indemnification Procedures. 17.6.1 If IFA receives Notice of a claim or otherwise has actual knowledge of a claim that it believes is within the scope of the indemnities under Section 17.5, and if IFA gives Notice thereof pursuant to Section 17.1.4.3, then IFA shall have the right to conduct its own defense unless either an insurer accepts defense of the claim within the time required by Law or Developer accepts the tender of the claim in accordance with Section 17.6.3.
Defense and Indemnification Procedures. 16.6.1 If any of the Indemnified Parties receives notice of a claim that it believes is within the scope of the indemnities under Article 16.5, GDOT shall by writing as soon as practicable after receipt of the claim, (a) inform DB Team of the claim, (b) send to DB Team a copy of all written materials GDOT has received asserting such claim and (c) notify DB Team that should no insurer accept defense of the claim, the Indemnified Party will conduct its own defense unless DB Team accepts the tender of the claim in accordance with Article 16.6.3. As soon as practicable after DB Team receives notice of a claim or otherwise has actual knowledge of a claim, it shall tender the claim in writing to the insurers under all potentially applicable Insurance Policies and comply with all notice requirements contained in such Insurance Policies. GDOT and other Indemnified Parties also shall have the right to tender such claims to such insurers.
Defense and Indemnification Procedures. 14.2.1 If the Authority receives Notice of a Claim or otherwise has actual knowledge of a claim that it believes is within the scope of the indemnities under Section 14.1.1, the Authority will give prompt Notice of the Claim to Enbridge in accordance with Article 23.
Defense and Indemnification Procedures. 15.9.1 If any of the Indemnified Parties receives notice of a claim or otherwise has actual knowledge of a claim that it believes is within the scope of the indemnities under Section 18.1, or otherwise herein where Maintenance Contractor is obligated to defend any of the Indemnified Parties, then TxDOT, on behalf of itself or any of the other Indemnified Parties, shall by writing as soon as practicable after receipt of the Texas Department of Transportation Execution Version Horseshoe Project 102 Capital Maintenance Agreement
