Defense of Indemnified Claims. (i) If any Service Provider Indemnitee or any Service Recipient Indemnitee (an “Indemnitee”) receives notice of any Claim (including, without limitation, the commencement of any Action) with respect to which a Service Provider or Service Recipient is obligated to provide indemnification (the “Indemnitor”), the Indemnitee shall promptly give the Indemnitor written notice of such Claim, provided, that Indemnitee’s failure or delay in providing such notice shall not affect Indemnitor’s indemnity obligation hereunder except to the extent Indemnitor’s ability to defend or settle a Claim is materially impaired thereby. The notice shall specify, if known, the nature of the Claim and the amount or an estimate of the amount of liability arising from the Claim.
(ii) The Indemnitee shall permit the Indemnitor to assume the defense of any such Claim if Indemnitor, in its sole discretion, chooses to do so; provided, that counsel for the Indemnitor, who shall conduct the defense of the Claim, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (A) if the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnitor and the Indemnitee in connection with the Claim, or that there may be legal defenses available to the Indemnitee different from or in addition to those available to the Indemnitor, then counsel for the Indemnitee shall be entitled to conduct a defense to the extent reasonably necessary to protect the interests of the Indemnitee, at Indemnitor’s reasonable cost and expense and
Defense of Indemnified Claims. (a) In the event that any claim shall be asserted by any third party against Xxxxx, Xxxxx Holdings, Elligent, any of Patra's Indemnified Parties, or CSI which could involve the operation of the indemnity provision of this Agreement, Sellers shall be notified of such claim forthwith and shall be given a reasonable opportunity to defend or participate in the original defense against such claim at their own expense; provided that Sellers proceed in good faith, expeditiously and diligently. In connection therewith, the party which may seek indemnity shall cooperate fully to make available to Sellers all pertinent information under its control relating thereto. There shall be no obligation to indemnify pursuant to Sub-Section 8.01 with respect to any such claim for which indemnity is sought thereunder while a defense against said claim is being made by litigation or arbitration until the resolution of said claim by a final judgment, decision or settlement.
(b) In the event that any claim shall be asserted by any third party against Sellers or any of Sellers' Indemnified Parties which could involve the operation of the indemnity provision of this Agreement, Xxxxx and Xxxxx Holdings shall be notified of such claim forthwith and shall be given a reasonable opportunity to defend or participate in the original defense against such claim at their own expense; provided that they proceed in good faith, expeditiously and diligently. In connection therewith, the party which may seek indemnity shall cooperate fully to make available to Xxxxx and Xxxxx Holdings all pertinent information under its control relating thereto. There shall be no obligation to indemnify pursuant to Sub-Section 8.02 with respect to any such claim for which indemnity is sought thereunder while a defense against said claim is being made by litigation or arbitration until the resolution of said claim by a final judgment, decision or settlement.
Defense of Indemnified Claims. 11.3.1. Within a reasonable time after receipt by an Indemnified Person of any Claim as to which an indemnity obligation pursuant to the Agreement may apply, the Party associated with such Indemnified Person shall notify the Indemnifying Party of such fact; provided, however, that no delay in notifying the Indemnifying Party shall relieve such Indemnifying Party of its indemnification obligations except to the extent that it is materially prejudiced by such delay.
11.3.2. The Indemnifying Party shall diligently, competently and in good faith control and conduct the defense of any Claim as to which an indemnity applies; provided, however, that the Indemnifying Party may not settle or compromise any such Claim without the Indemnified Person’s consent (such consent not to be unreasonably withheld, delayed or conditioned) unless the terms of such settlement or compromise unconditionally release the Indemnified Person from any and all liability with respect thereto and do not impose any obligations on any Indemnified Person.
11.3.3. An Indemnified Person shall have the right to assume the defense of, and to settle or compromise, any indemnified Claim at the Indemnifying Party’s expense if: (a) the Indemnifying Party fails to acknowledge, in writing, its responsibility to assume the defense of such Claim; or (b) the Indemnifying Party fails to conduct the defense of such Claim.
11.3.4. An Indemnified Person shall have the right, at its sole cost and expense, to: (a) be represented by advisory counsel of its own selection; and/or (b) monitor the progress and handling of an indemnified Claim.
Defense of Indemnified Claims. The Indemnifying Party shall assume, at its expense, the sole defense of the claim through counsel that it selects and shall keep the Indemnified Party fully informed as to the progress of such defense. If the Parties are unable to agree upon the proper Party to defend such claim, each shall retain its own counsel, in which case the responsibility for all reasonable fees, costs, and expenses incurred by each Party in such defense shall be determined in accordance with the indemnification provisions in the Agreement. Upon reasonable request of the Indemnifying Party and at the Indemnifying Party’s expense, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of the claim. At the Indemnified Party’s option and expense, the Indemnified Party may retain or use separate counsel to represent it, including in-house counsel. The Indemnifying Party shall maintain control of the defense, except that if the settlement of a claim would adversely affect the Indemnified Party, the Indemnifying Party may settle the claim as to the Indemnified Party only with the Indemnified Party’s consent, which consent shall not be withheld or delayed unreasonably. The Indemnifying Party shall pay the full amount of any judgment, award or settlement with respect to the claim and all other expenses related to the resolution of the claim, including costs, interest and reasonable attorneys’ fees, subject to reimbursement by the Indemnified Party for such amounts to the extent the Indemnified Party is responsible for them in accordance with the indemnification provisions in Subsections (a) and (b) above, as applicable. If one Party is required to take any action to enforce its indemnity rights under this Agreement, or to assume the defense of any claim for which it is entitled to receive an indemnity under this Agreement because of the other Party’s failure to promptly assume such defense, then that Party may also recover from the other Party any reasonable attorneys’ fees (including cost of in-house counsel at market rates for attorneys of similar experience) and other costs of enforcing its indemnity rights or assuming such defense. Each Party agrees to take appropriate, reasonable actions to reduce or limit the amount of any damages relating to claims subject to the Parties’ respective indemnity obligations under this Agreement. Supplier waives any immunity from indemnification that Supplier may hold, by virtue of Supplier’s compliance with its Workers’ compe...
Defense of Indemnified Claims. In the event that an Indemnitee seeks indemnification pursuant to this Article 12, it shall give written notice to the Indemnitor within ten (10) days of becoming aware that an event or circumstance would give rise to the claim of indemnification; provided, that failure to give such notice shall not bar the Indemnitee's rights of indemnification if the Indemnitor does not suffer actual prejudice from such failure. Except as provided below, in the event that the claim for indemnification arises from a claim of a third party asserted against the Indemnitee, the Indemnitor may assume the defense of such claim upon delivering to the Indemnitee a written notice acknowledging that it will indemnify the Indemnitee against the claim pursuant to this Article; provided that, in the event that Indemnitee reasonably believes there exists a conflict between it and Indemnitor in any such litigation, Indemnitee may be represented by counsel at its own expense. The Indemnitor may settle such third-party claim unless the settlement involves the entry of injunctive relief against the Indemnitee or the Property, in which case such settlement is subject to the Indemnitee's consent.
Defense of Indemnified Claims. With respect to any claim for damage or loss that is required to be indemnified hereunder, the Indemnifying Party shall, at its own expense, defend any such claim subject to the conditions that the Indemnified Party (or, as the case may be, the other Indemnitees) shall give the Indemnifying Party reasonable notice of the receipt of any such claim, and provide such cooperation to the Indemnifying Party as is reasonably necessary for the defense of the claim, including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court processes, the provision of all relevant information and documents, and providing reasonable access to relevant employees.
Defense of Indemnified Claims. In the event that any claim shall be asserted by any third party against Purchaser which could involve the operation of the indemnity provision of this Agreement, Seller and ECS shall be notified of such claim forthwith and shall be given a reasonable opportunity to defend or participate in the original defense against such claim at their own expense; provided that they proceed in good faith, expeditiously and diligently. In connection therewith, the party which may seek indemnity shall cooperate fully to make available to Seller and ECS all pertinent information under its control relating thereto. No determination shall be made pursuant to Section 8 with respect to any such claim for which indemnity is sought thereunder while a defense against said claim is being made until the resolution of said claim by a final judgment, decision or settlement.
Defense of Indemnified Claims. Upon receipt of notice of a Claim by a Third Party for which indemnification is sought, Honeywell shall have the right to assume and conduct the defense of such Claim at its own expense and with counsel selected by Honeywell and Honeywell shall have the right to settle such Claim on terms that Honeywell deems to be reasonable. The Grace Entities shall cooperate in the defense of any such Claim by a Third Party. The Grace Entities shall furnish to Honeywell such records, information, and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested by Honeywell in connection with the defense of the Claim by a Third Party. With respect to the preceding sentence, Honeywell shall reimburse the Grace Entities for all out-of-pocket expenses incurred in connection with the Grace Entities' cooperation as described above, which shall include but not be limited to the cost of outside counsel. The Grace Entities shall bear the costs for the labor and time of their employees and personnel. Honeywell shall take reasonable steps to minimize the inconvenience or disruption the defense of any such Claim may present to conduct of the business of the Grace Entities. Further, the Grace Entities shall SUBJECT TO FRE 408 EXHIBIT 10 SETTLEMENT CONFIDENTIAL have the right to participate in (but not to control), at their own expense, the defense of any Claim by a Third Party.
Defense of Indemnified Claims. TrAILCo’s use of the Existing Rights-of-Way shall be limited to use that is reasonably necessary in connection with the design, engineering, construction, ownership, operation, maintenance, repair and/or replacement of the Transmission Line or for other uses related to the Project. Hathaway Effective: January 31, 2010 Vice President Transmission Issued on: January 29, 2010 PJM Interconnection, L.L.C. Original Sheet No. 31 FERC Electric Tariff Sixth Revised Volume No. 1 Original Service Agreement No. 2405 10.6
Defense of Indemnified Claims
