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.
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.
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.
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. (a) If either EOI or EquaGen, or any other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (an “Indemnitee”) receives notice of any claim, or of the commencement of any action or proceeding by a person other than a Party with respect to which either EOI or EquaGen is obligated to provide indemnification (the “Indemnitor”), the Indemnitee shall promptly give the Indemnitor written notice of such claim, action or proceeding. The notice shall specify, if known, the amount or an estimate of the amount of liability arising from the claim, action or proceeding.
Defense of Indemnified Claims. (a) If either EquaGen or any other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (an “Indemnitee”) receives notice of any claim, or of the commencement of any action or proceeding with respect to which ESI is obligated to provide indemnification, the Indemnitee shall promptly give ESI written notice of such claim, action or proceeding. The notice shall specify, if known, the amount or an estimate of the amount of liability arising from the claim, action or proceeding.
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.
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. 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. 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.
