Common use of Defense and Settlement of Claims Clause in Contracts

Defense and Settlement of Claims. As a condition precedent to the indemnification obligations of the Parties, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall (i) promptly notifies the indemnifying Party in writing as soon as they become aware of any Claim or action asserted against the Indemnitee to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, and (ii) authorizes the indemnifying Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed.

Defense and Settlement of Claims. As a condition precedent to the indemnification obligations of the Parties, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement The Corporation shall (i) promptly notifies the indemnifying Party in writing as soon as they become aware of any Claim or action asserted against the Indemnitee to which the Indemnitee is be entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, and (ii) authorizes the indemnifying Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in the defense of any Proceeding for which indemnification is provided hereunder or to assume the Claim using attorneys of its choicedefense thereof, at its own expensewith counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, provided, howeverafter consultation with counsel selected by Indemnitee, that (a) in the indemnifying Party shall have full authority and control event the Corporation assumes the defense of a Proceeding, the use of counsel chosen by the Corporation to handle represent Indemnitee would or does present such counsel with an actual or potential conflict, (b) the named parties in any such claimproceeding (including any impleaded parties) include both the Corporation and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Corporation or such other parties, demand (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or suit(d) the Corporation has not actively defended the Indemnitee after assuming the defense in a Proceeding, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Corporation’s expense. The indemnifying Party will Corporation shall not have be liable to Indemnitee under this Agreement for any amounts paid by Indemnitee in settlement of any Proceeding effected without the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the IndemniteeCorporation’s prior consent. The Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding to which the Indemnitee is, or could have been, a party unless such settlement (i) solely involves the payment of money by the Corporation, (ii) includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding and (iii) imposes no obligation on the Indemnitee, including without limitation, by way of an order or injunction. Neither the Corporation nor Indemnitee shall unreasonably withhold its consent shall to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not be unreasonably withheld or delayedprovide a complete and unconditional release of Indemnitee.

Defense and Settlement of Claims. As a condition precedent to To the extent permitted by Applicable Law, each Indemnified Party seeking indemnification obligations hereunder will permit the Indemnifying Party (at the expense of the PartiesIndemnifying Party) to assume the defense of such Claim, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall provided, that (i) promptly notifies counsel for the indemnifying Indemnifying Party in writing as soon as they become aware who will conduct the defense of any such Claim or action asserted against the Indemnitee must be reasonably satisfactory to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, Indemnified Party and (ii) authorizes the indemnifying such Indemnified Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party may participate in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying at such Indemnified Party’s prior written consentexpense. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without Except with the prior written consent of the IndemniteeIndemnified Party seeking indemnification hereunder, which the Indemnifying Party, in the defense of any Claim, will not consent shall to entry of any judgment or enter into any settlement. In the event that any Indemnified Party seeking indemnification hereunder has been advised by counsel for the Indemnifying Party that such Indemnified Party may have available to it one or more defenses or counterclaims that are different from or in addition to one or more of those that may be available to the Indemnifying Party in respect of such Claim and, in such counsel’s reasonable opinion, such counsel could not be unreasonably withheld assert such defenses or delayedcounterclaims without creating a conflict of interest, such Indemnified Party will have the right to take over and assume control over the defense of such claim at the sole cost of the Indemnifying Party, provided that if such Indemnified Party does so take over and assume control, such Indemnified Party will not settle such claim without the written consent of the Indemnifying Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party seeking indemnification hereunder will have the right to defend against such Claim, provided that such Indemnified Party will not settle such Claim without the written consent of the Indemnifying Party. In any event, any Indemnified Party seeking indemnification hereunder and the Indemnifying Party will cooperate in the defense of any claim subject to this Section entitled “Indemnification”.

Defense and Settlement of Claims. As a condition precedent to Each Indemnified Party seeking indemnification hereunder will permit the indemnification obligations Indemnifying Party (at the expense of the PartiesIndemnifying Party) to assume the defense of such Claim, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall provided, that (i) promptly notifies counsel for the indemnifying Indemnifying Party in writing as soon as they become aware who will conduct the defense of any such Claim or action asserted against the Indemnitee must be reasonably satisfactory to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, Indemnified Party and (ii) authorizes the indemnifying such Indemnified Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party may participate in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying at such Indemnified Party’s prior written consentexpense. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without Except with the prior written consent of the IndemniteeIndemnified Party seeking indemnification hereunder, which the Indemnifying Party, in the defense of any Claim, will not consent shall to entry of any judgment or enter into any settlement. In the event that any Indemnified Party seeking indemnification hereunder has been advised by counsel for the Indemnifying Party that such Indemnified Party may have available to it one or more defenses or counterclaims that are different from or in addition to one or more of those that may be available to the Indemnifying Party in respect of such Claim and, in such counsel’s reasonable opinion, such counsel could not be unreasonably withheld assert such defenses or delayedcounterclaims without creating a conflict of interest, such Indemnified Party will have the right to take over and assume control over the defense of such claim at the sole cost of the Indemnifying Party, provided that if such Indemnified Party does so take over and assume control, such Indemnified Party will not settle such claim without the written consent of the Indemnifying Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party seeking indemnification hereunder will have the right to defend against such Claim, provided that such Indemnified Party will not settle such Claim without the written consent of the Indemnifying Party. In any event, any Indemnified Party seeking indemnification hereunder and the Indemnifying Party will cooperate in the defense of any claim subject to this Section 16.

Defense and Settlement of Claims. As In the case of any such claim pursuant to which only the recovery of a condition precedent sum of money is being sought and the Indemnifying Party enters into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the indemnification obligations Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the PartiesIndemnified Party) for all Losses relating to such claim, each Indemnitee seeking indemnification from the other Indemnifying Party under Article 8 of this Agreement shall may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (i) promptly notifies the indemnifying Indemnifying Party in writing as soon as they become aware will defend the Indemnified Party against such matter with counsel of any Claim or action asserted against the Indemnitee to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except its choice reasonably satisfactory to the extent it has suffered damage or prejudice by any Indemnitee’s failure Indemnified Party, subject to give notice or delay in giving such noticeapproval of an insurance company providing coverage for the Losses, if any, and (ii) authorizes the indemnifying Indemnified Party and/or may retain separate co-counsel at its insurers sole cost and expense (except that the opportunity Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is not entitled to, or does not, assume control of the defense of a claim pursuant to the terms of this Section 7.5(b), the Indemnifying Party may retain separate co-counsel at its sole cost and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party expense to participate in such defense or settlementand, in any event, the Indemnified Party shall (A) provide the Indemnifying Party with all material information requested by such party relating to the defense of such claim, (B) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such claim and (C) use its reasonable efforts to minimize the cost of defending such claim. The indemnifying Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party will not be liable for any settlement or admission made bound by any Indemnitee determination of any claim so defended for the purposes of this Agreement or any compromise or settlement effected without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without the prior written consent of the Indemnitee, (which consent shall may not be unreasonably withheld or delayedwithheld).

Defense and Settlement of Claims. As a condition precedent to Each Indemnified Party seeking indemnification hereunder will permit the indemnification obligations Indemnifying Party (at the expense of the PartiesIndemnifying Party) to assume the defense of such Claim, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall provided, that (i) promptly notifies counsel for the indemnifying Indemnifying Party in writing as soon as they become aware who will conduct the defense of any such Claim or action asserted against the Indemnitee must be reasonably satisfactory to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, Indemnified Party and (ii) authorizes the indemnifying such Indemnified Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party may participate in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying at such Indemnified Party’s prior written consentexpense. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without Except with the prior written consent of the IndemniteeIndemnified Party seeking indemnification hereunder, which the Indemnifying Party, in the defense of any Claim, will not consent shall to entry of any judgment or enter into any settlement. In the event that any Indemnified Party seeking indemnification hereunder has been advised by counsel for the Indemnifying Party that such Indemnified Party may have available to it one or more defenses or counterclaims that are different from, or in addition to, one or more of those that may be available to the Indemnifying Party in respect of such Claim and, in such counsel’s reasonable opinion, such counsel could not be unreasonably withheld assert such defenses or delayedcounterclaims without creating a conflict of interest, such Indemnified Party will have the right to take over and assume control over the defense of such claim at the sole cost of the Indemnifying Party, provided that if such Indemnified Party does so take over and assume control, such Indemnified Party will not settle such claim without the written consent of the Indemnifying Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party seeking indemnification hereunder will have the right to defend against such Claim, provided that such Indemnified Party will not settle such Claim without the written consent of the Indemnifying Party. In any event, any Indemnified Party seeking indemnification hereunder and the Indemnifying Party will cooperate in the defense of any claim subject to this Section entitled “Indemnification”.

Defense and Settlement of Claims. As In the event of any action, suit or proceeding against Indemnitee which may give rise to a condition precedent to the indemnification obligations right of the Parties, each Indemnitee seeking indemnification from the other Party under Article 8 of Corporation pursuant to this Agreement shall (i) promptly notifies Agreement, the indemnifying Party in writing as soon as they become aware of any Claim or action asserted against the Indemnitee to which the Indemnitee is Corporation will be entitled to indemnification hereunderparticipate therein and, to the extent that it may wish, to assume the defense thereof, with counsel selected by the Corporation; provided, however, that failure if the defendants in any such action include both the Indemnitee and the Corporation and there are one or more legal defenses available to give such notice the Indemnitee which are inconsistent with those available to the Corporation, the Corporation shall not excuse have the indemnifying Party’s obligation right to indemnify, except direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall have the right to select separate counsel to defend such action on behalf of the Indemnitee. After notice from the Corporation to the extent it has suffered damage or prejudice by any Indemnitee’s failure Indemnitee of its election so to give notice or delay in giving such notice, and (ii) authorizes the indemnifying Party and/or its insurers the opportunity to control assume the defense and settlement thereofof any such action, and (iii) otherwise fully cooperates with the indemnifying Party in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in (but not to control) the defense of such action, however, the Claim using attorneys of its choiceCorporation will not be liable to the Indemnitee for any legal expenses incurred by the Indemnitee in connection with the defense thereof, at its own expense, providedunless (i) the Indemnitee shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that in connection with such action the indemnifying Party Corporation shall not be liable for the expenses of more than one separate counsel in any one action or separate but substantially similar actions arising out of the same general allegations or circumstances representing the Indemnitee), (ii) the Corporation has authorized the employment of counsel for the Indemnitee at the expense of the Corporation, (iii) the use of counsel chosen by the Corporation to represent the Indemnitee would present such counsel with a conflict of interest or (iv) the Corporation has elected to assume the defense of such proceeding but has failed within a reasonable time to retain counsel. Notwithstanding the foregoing, the Corporation shall be liable for all of Indemnitee’s legal expenses in connection with determining his or her rights under this Section 5. The Corporation will not be liable for the costs and expenses of any settlement of such action effected by the Indemnitee without the consent of the Corporation. In addition, the Corporation shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemniteeright, without the prior written consent of the Indemnitee, which consent to settle any suit, action or claim as it deems expedient, provided that such settlement (i) includes an unconditional release of the Indemnitee from all liability arising out of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of the Indemnitee. In the event that the Corporation declines to undertake the defense of the Indemnitee, then the Corporation shall so notify the Indemnitee in writing, and the Corporation shall then indemnify the Indemnitee pursuant to the terms of this Agreement upon receipt from the Indemnitee of (i) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined by final judgment of a court of competent jurisdiction that he is not entitled to be unreasonably withheld indemnified by the Corporation hereunder and (ii) satisfactory evidence as to the amount of such indemnification. Indemnitee’s written certification together with a copy of the statement paid or delayedto be paid by the Indemnitee shall constitute satisfactory evidence absent manifest error.

Defense and Settlement of Claims. As a condition precedent to Each indemnified party seeking indemnification hereunder will permit the indemnification obligations indemnifying party (at the expense of the Partiesindemnifying party) to assume the defense of such Claim, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall provided, that (i) promptly notifies counsel for the indemnifying Party in writing as soon as they become aware party who will conduct the defense of any such Claim or action asserted against the Indemnitee must be reasonably satisfactory to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, indemnified party and (ii) authorizes the indemnifying Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party such indemnified party may participate in such defense or settlementat such indemnified party’s expense. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without Except with the prior written consent of the Indemniteeindemnified party seeking indemnification hereunder, the indemnifying party, in the defense of any Claim, will not consent to entry of any judgment or enter into any settlement. In the event that any indemnified party seeking indemnification hereunder has been advised by counsel appointed by the indemnifying party that such indemnified party may have available to it one or more defenses or counterclaims that are different from, or in addition to, one or more of those that may be available to the indemnifying party in respect of such Claim and, in such counsel’s reasonable opinion, such counsel could not assert such defenses or counterclaims without creating a conflict of interest, such indemnified party will have the right to take over and assume control over the defense of such claim at the sole cost of the indemnifying party, provided that if such indemnified party does so take over and assume control, such indemnified party will not settle such claim without the written consent of the indemnifying party. In the event that the indemnifying party does not accept the defense of any matter as above provided, the indemnified party seeking indemnification hereunder will have the right to defend against such Claim, provided that such indemnified party will not settle such Claim without the written consent of the indemnifying party which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. In any event, any indemnified party seeking indemnification hereunder and the indemnifying party will cooperate in the defense of any claim subject to this Article IX.