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.
21.2.2 If the insurer under any applicable insurance policy accepts tender of defense, Contractor and Owner shall cooperate in the defense as required by the insurance policy. If no defense is provided by insurers under potentially applicable insurance policies, then Sections 21.2.3 through 21.2.7 below shall apply.
21.2.3 If the defense is tendered to Contractor, it shall within forty-five (45) days of said tender deliver to Owner a written notice stating that Contractor: (a) accepts the tender of defense and confirms that the Claim is subject to full indemnification hereunder without any “reservation of rights” to deny or disclaim full indemnification thereafter; (b) accepts the tender of defense but with a “reservation of rights” in whole or in part; or (c) rejects the tender of defense if it reasonably determines it is not required to indemnify against the Claim under Section 21.1. If such notice is not delivered within such forty-five (45) days, the tender of defense shall be deemed rejected.
21.2.4 If Contractor gives notice under Sections 21.2.3(a) above, Contractor shall have the right to select legal counsel for the Owner Indemnitees, subject to reasonable approval of Owner, and Contractor shall otherwise control the defense of such Claim, including settlement, and bear the fees and costs of defending and settling such Claim. During such defense: (a) Contractor shall at Contractor’s expense, fully and regularly inform Owner of the progress of the defense and of any settlement discussions; and (b) Owner shall, at Contractor’s expense for all of Owner’s reasonable out-of-pocket third party expenses, fully cooperate in said defense, provide to Contractor all materials and access to personnel it requests as necessary for defense, preparation and trial and which or who are under the control of or reasonably available to Owner and maintain the confidentiality of all communications between it and Contractor concern...
Defense and Indemnification Procedures.
(a) In the event that any Third-Party Claim for which the Developer may be required to indemnify a State Indemnitee hereunder is asserted in writing against the Department, it will as soon as is practicable inform the Developer in writing of such Claim, and such notice will include a copy of the Claim and any related correspondence or documentation from the third party asserting the Claim; provided, that any failure by the Department to inform the Developer will not constitute a waiver of any rights of the Department except to the extent the rights of the Developer are actually and materially prejudiced thereby. If any Third-Party Claim for which the Developer 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 the Developer 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 the Developer are actually and materially prejudiced thereby.
(b) The Developer will be entitled and obligated to appoint counsel of its choice at the expense of the Developer to represent a State Indemnitee in any action for which indemnification is sought (in which case the Developer will not thereafter be responsible for the fees and expenses of any separate counsel retained by that State Indemnitee except as set forth below); provided, that such counsel will be satisfactory to the Virginia Office of the Attorney General. Notwithstanding the Developer’s appointment of counsel to represent a State Indemnitee in any action, such State Indemnitee will have the right to employ separate counsel, and the Developer will bear the reasonable fees, costs and expenses of such separate counsel, if:
(i) the use of counsel chosen by the Developer to represent the State Indemnitee would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action include both the State Indemnitee and the Developer and the State Indemnitee will have reasonably concluded that there may be legal defenses available to it and/or other State Indemnitees which are different from or additional to those available to the Developer;
(iii) the Developer will not have employed counsel to represent...
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. 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.
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.
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.
14.2.2 Subject to Section 14.2.5, if the insurer under any applicable insurance policy accepts the tender of defense, the Authority and Enbridge will cooperate in the defense as required by such insurance policy. If no insurer under potentially applicable insurance policies provides defense, then Section 14.2.3 will apply.
(a) Within 15 business days after receipt of the Authority’s Notice, Enbridge will provide Notice to the Authority whether Enbridge has tendered the matter to its insurer. If Enbridge does not tender the matter to its insurer, then within such 15 business days, or if the insurer rejects the tender, then within 5 business days after such rejection, Enbridge will provide Notice to the Authority stating whether Enbridge accepts the tender of defense.
(b) To the extent allowed by its insurer, by unconditionally accepting the tender of defense, Enbridge will: (i) be deemed to confirm that the claim is subject to indemnification under this Agreement without any “reservation of rights;” (ii) if Enbridge believes the claim is not subject to indemnification by Enbridge, it shall provisionally accept the tender; and (iii) the Authority agrees that Enbridge may stand in its shoes with respect to any indemnity by another tunnel user. If for any reason Enbridge refuses to accept such tender of defense of a claim subject to indemnification, as set forth in this Article 14, Enbridge agrees that the Authority may hire a Special Assistant Attorney General to defend it, at Enbridge’s sole cost and expense.
14.2.4 Upon acceptance of the tender of defense, Enbridge will be entitled to select legal counsel for the Indemnified Parties, subject to (i) approval by the Authority in its reasonable discretion and (ii) approval of the legal counsel as a Special Assistant Attorney General for the State of Michigan by the Michigan Attorney General. Enbridge will otherwise control the defense of such claim and bear the fees and costs of defending and settling such claim. None of the Indemnified Parties will settle any claim for which indemnification is sought in accordance with Section 14.1.1. If the Authority receives Notice of a Claim or otherwise has actual knowledge of a claim that it believes is with...
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 DB 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 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
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
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 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.
15.9.2 If the insurer under any applicable insurance policy accepts the tender of defense, TXDOT and Maintenance Contractor shall cooperate in the defense as required by the insurance policy. If no insurer under potentially applicable insurance policies provides defense,
