Common use of Defense of Indemnified Claims Clause in Contracts

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. (ia) If any Service Provider Indemnitee either Entergy or Enexus, or any Service Recipient Indemnitee other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (an “Indemnitee”) receives notice of any Claim (includingclaim, without limitation, or of the commencement of any Action) action or proceeding with respect to which a Service Provider either Entergy or Service Recipient Enexus is obligated to provide indemnification (the “Indemnitor”), the Indemnitee shall promptly give the Indemnitor written notice of such Claimclaim, provided, that Indemnitee’s failure action 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 therebyproceeding. 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 Claimclaim, action or proceeding. (iib) The Indemnitee shall permit the Indemnitor to assume the defense of any such Claim if Indemnitorclaim, in its sole discretion, chooses to do soaction or proceeding; provided, provided that counsel for the Indemnitor, who shall conduct the defense of the Claimclaim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (Ai) if the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnitor and the Indemnitee in connection with the Claimclaim, action, or proceeding, 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, and (ii) in any event, the Indemnitee shall be entitled, at Indemnitor’s reasonable its own cost and expense andexpense, to have Indemnitee’s counsel participate in, though not conduct, the defense. (c) The Indemnitor shall not, except with the consent of each Indemnitee, consent to the entry of any judgment, or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnitee a release from all liability in respect of the claim, action or proceeding. The Indemnitee shall not settle or compromise any claim, action or proceeding for which it asserts a right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Defense of Indemnified Claims. (i) If any Service Provider Indemnitee or any Service Recipient Indemnitee (an “Indemnitee”) receives notice of any Claim 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. (ia) If any Service Provider Indemnitee either EOI or EquaGen, or any Service Recipient Indemnitee other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (an “Indemnitee”) receives notice of any Claim (includingclaim, without limitation, or of the commencement of any Action) action or proceeding by a person other than a Party with respect to which a Service Provider either EOI or Service Recipient EquaGen is obligated to provide indemnification (the “Indemnitor”), the Indemnitee shall promptly give the Indemnitor written notice of such Claimclaim, provided, that Indemnitee’s failure action 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 therebyproceeding. 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 Claimclaim, action or proceeding. (iib) The Indemnitee shall permit the Indemnitor to assume the defense of any such Claim if Indemnitorclaim, in its sole discretion, chooses to do soaction or proceeding; provided, provided that counsel for the Indemnitor, who shall conduct the defense of the Claimclaim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (Ai) if the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnitor and the Indemnitee in connection with the Claimclaim, action, or proceeding, 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, and (ii) in any event, the Indemnitee shall be entitled, at Indemnitor’s reasonable its own cost and expense andexpense, to have Indemnitee’s counsel participate in, though not conduct, the defense. (c) The Indemnitor shall not, except with the consent of each Indemnitee, consent to the entry of any judgment, or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnitee a release from all liability in respect of the claim, action or proceeding. The Indemnitee shall not settle or compromise any claim, action or proceeding for which it asserts a right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Defense of Indemnified Claims. (ia) If any Service Provider Indemnitee either EquaGen or any Service Recipient Indemnitee other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (an “Indemnitee”) receives notice of any Claim (includingclaim, without limitation, or of the commencement of any Action) action or proceeding with respect to which a Service Provider or Service Recipient ESI is obligated to provide indemnification (the “Indemnitor”)indemnification, the Indemnitee shall promptly give the Indemnitor ESI written notice of such Claimclaim, provided, that Indemnitee’s failure action 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 therebyproceeding. 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 Claimclaim, action or proceeding. (iib) The Indemnitee shall permit the Indemnitor ESI to assume the defense of any such Claim if Indemnitorclaim, in its sole discretion, chooses to do soaction or proceeding; provided, provided that counsel for the IndemnitorESI, who shall conduct the defense of the Claimclaim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (Ai) if the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnitor ESI and the Indemnitee in connection with the Claimclaim, action, or proceeding, or that there may be legal defenses available to the Indemnitee different from or in addition to those available to the IndemnitorESI, then counsel for the Indemnitee shall be entitled to conduct a defense to the extent reasonably necessary to protect the interests of the Indemnitee, and (ii) in any event, the Indemnitee shall be entitled, at Indemnitor’s reasonable its own cost and expense andexpense, to have Indemnitee’s counsel participate in, though not conduct, the defense. (c) ESI shall not, except with the consent of each Indemnitee, consent to the entry of any judgment, or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnitee a release from all liability in respect of the claim, action or proceeding. The Indemnitee shall not settle or compromise any claim, action or proceeding for which it asserts a right to indemnification without the prior written consent of ESI, which consent shall not be unreasonably withheld.

Defense of Indemnified Claims. (ia) 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 Within a Service Provider or Service Recipient is obligated to provide indemnification reasonable time after receipt by a Person (the “IndemnitorIndemnified 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 Indemnitee shall promptly give indemnifying Party (the Indemnitor written notice “Indemnifying Party”) in writing of such Claim, providedfact; provided however, that Indemnitee’s failure or delay in providing such notice notifying the Indemnifying Party shall not affect Indemnitor’s indemnity obligation hereunder relieve such Indemnifying Party of its indemnification obligations except to the extent Indemnitor’s ability to defend or settle a Claim that it 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 Claimprejudiced by such delay. (iib) The Indemnitee Indemnifying Party shall permit diligently, competently and in good faith control and conduct the Indemnitor 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 if Indemnitorclaim 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 sole discretionresponsibility to assume the defense of such claim; (ii) the Indemnifying Party fails to diligently, chooses to do so; provided, that counsel for the Indemnitor, who shall competently and in good faith control and conduct the defense of such claim with counsel reasonably satisfactory to the Claim, 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 be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (A) if the Indemnitee have reasonably determines concluded 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 are legal defenses available to the Indemnitee it which are different from from, additional to, or in addition to inconsistent with, those available to the IndemnitorIndemnifying Party. (d) The Indemnifying Party’s obligations to indemnify, then counsel defend and hold each Indemnified Person harmless shall not be reduced or limited by reason of any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnitee shall be entitled to conduct a defense to the extent reasonably necessary to protect the interests Indemnifying Party or any of the Indemniteeits subcontractors under workers’ compensation acts, at Indemnitor’s reasonable cost and expense anddisability benefit acts or other employee benefit acts.