Defense of Indemnified Claims. (a) Within a reasonable time after receipt by a Person (the “Indemnified Person”) of any claim as to which the indemnification provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] may apply, such Indemnified Person shall notify the indemnifying Party (the “Indemnifying Party”) in writing of such fact; provided however, that delay in notifying the Indemnifying Party shall not relieve such Indemnifying Party of its indemnification obligations except to the extent that it is materially prejudiced by such delay.
(b) The Indemnifying Party shall diligently, competently and in good faith control and conduct the defense, with counsel reasonably satisfactory to the Indemnified Person, of any claim as to which the indemnification provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] applies; provided however, that the Indemnifying Party may not settle or compromise any such claim without the Indemnified Person’s consent unless the terms of such settlement or compromise unconditionally release the Indemnified Person(s) from any and all liability with respect thereto and do not impose any obligations on any Indemnified Person.
(c) An Indemnified Person shall have the right, at its option (but not the obligation), to be represented by advisory counsel of its own selection and at its own expense and to monitor the progress and handling of an indemnified claim. An Indemnified Person shall also have the right, at its option (but not the obligation), to assume the defense of any such claim with counsel of its own choosing at its sole cost and expense; provided however, that an Indemnified Person shall have the right to assume the defense of, and to settle or compromise, any such indemnified claim at the Indemnifying Party’s expense if: (i) the Indemnifying Party fails to acknowledge, in writing, its responsibility to assume the defense of such claim; (ii) the Indemnifying Party fails to diligently, competently and in good faith control and conduct the defense of such claim with counsel reasonably satisfactory to the Indemnified Person; (iii) there is an apparent conflict of interest between the Indemnifying Party and the Indemnified Person with respect to such claim; or (iv) such Indemnified Person shall have reasonably concluded that there are legal defenses available to it which are different from, additional to, or inconsistent with, those available to the Indemnifying Party.
(d) The Indemnifying ...
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. 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. 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. 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. 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. 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
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
