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 Party’s obligations to indemnify, 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 Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit acts.
Appears in 1 contract
Samples: Power Purchase Agreement
Defense of Indemnified Claims. (a) 11.3.1. Within a reasonable time after receipt by a an Indemnified Person (the “Indemnified Person”) of any claim Claim as to which an indemnity obligation pursuant to the indemnification provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] Agreement may apply, the Party associated with such Indemnified Person shall notify the indemnifying Indemnifying Party (the “Indemnifying Party”) in writing of such fact; provided provided, however, that no 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) 11.3.2. The Indemnifying Party shall diligently, competently and in good faith control and conduct the defense, with counsel reasonably satisfactory to the Indemnified Person, defense of any claim Claim as to which the indemnification provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] an indemnity applies; provided provided, however, that the Indemnifying Party may not settle or compromise any such claim 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(s) Person 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 claim11.3.3. 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 Claim at the Indemnifying Party’s expense if: (ia) the Indemnifying Party fails to acknowledge, in writing, its responsibility to assume the defense of such claimClaim; or (iib) 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 Claim.
11.3.4. An Indemnified Person shall have reasonably concluded that there are legal defenses available to it which are different fromthe right, additional at its sole cost and expense, to, or inconsistent with, those available to the Indemnifying Party.
: (da) The Indemnifying Party’s obligations to indemnify, defend and hold each Indemnified Person harmless shall not be reduced or limited represented by reason of any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party or any advisory counsel of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit actsown selection; and/or (b) monitor the progress and handling of an indemnified Claim.
Appears in 1 contract
Samples: Subscription Agreement
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 Article 15.1 [Seller’s Indemnification] or 10.2 [Buyer’s 's Indemnification] may apply, such the 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 the 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 Article 15.1 [Seller’s Indemnification] or 10.2 [Buyer’s 's Indemnification] applies; provided however, that the Indemnifying Party may not settle or compromise any such claim without the Indemnified Person’s '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 council 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 '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 Party’s 's obligations to indemnify, 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 Indemnifying Party or any of its subcontractors under workers’ ' compensation acts, disability benefit acts or other employee benefit acts.
Appears in 1 contract
Samples: Power Purchase Agreement
Defense of Indemnified Claims. (a) Within a reasonable time after receipt by a Person If either Entergy or Enexus, 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 either Entergy or Enexus is obligated to provide indemnification (the “Indemnified PersonIndemnitor”) 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 Indemnitee shall notify promptly give the indemnifying Party (the “Indemnifying Party”) in writing Indemnitor written notice of such fact; provided howeverclaim, that delay in notifying action or proceeding. The notice shall specify, if known, the Indemnifying Party shall not relieve such Indemnifying Party amount or an estimate of its indemnification obligations except to the extent that it is materially prejudiced by such delayamount of liability arising from the claim, action or proceeding.
(b) The Indemnifying Party Indemnitee shall diligently, competently and in good faith control and conduct permit 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), Indemnitor to assume the defense of any such claim with counsel of its own choosing at its sole cost and expenseclaim, action or proceeding; provided howeverthat counsel for the Indemnitor, that an Indemnified Person who 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 the claim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (i) if the Indemnitee reasonably satisfactory to the Indemnified Person; (iii) determines that there is an apparent may be a conflict of interest between the Indemnifying Party positions of the Indemnitor and the Indemnified Person Indemnitee in connection with respect to such the claim; , action, or (iv) such Indemnified Person shall have reasonably concluded proceeding, or that there are may be legal defenses available to it which are the Indemnitee different from, additional to, from or inconsistent with, in addition to those available to the Indemnifying PartyIndemnitor, 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 its own cost and expense, to have Indemnitee’s counsel participate in, though not conduct, the defense.
(dc) The Indemnifying Party’s obligations Indemnitor shall not, except with the consent of each Indemnitee, consent to indemnifythe entry of any judgment, defend and hold each Indemnified Person harmless 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 reduced or limited by reason of any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit actsunreasonably withheld.
Appears in 1 contract
Defense of Indemnified Claims. (a) Within a reasonable time after receipt 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 person other than a Party with respect to which either EOI or EquaGen is obligated to provide indemnification (the “Indemnified PersonIndemnitor”) 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 Indemnitee shall notify promptly give the indemnifying Party (the “Indemnifying Party”) in writing Indemnitor written notice of such fact; provided howeverclaim, that delay in notifying action or proceeding. The notice shall specify, if known, the Indemnifying Party shall not relieve such Indemnifying Party amount or an estimate of its indemnification obligations except to the extent that it is materially prejudiced by such delayamount of liability arising from the claim, action or proceeding.
(b) The Indemnifying Party Indemnitee shall diligently, competently and in good faith control and conduct permit 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), Indemnitor to assume the defense of any such claim with counsel of its own choosing at its sole cost and expenseclaim, action or proceeding; provided howeverthat counsel for the Indemnitor, that an Indemnified Person who 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 the claim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (i) if the Indemnitee reasonably satisfactory to the Indemnified Person; (iii) determines that there is an apparent may be a conflict of interest between the Indemnifying Party positions of the Indemnitor and the Indemnified Person Indemnitee in connection with respect to such the claim; , action, or (iv) such Indemnified Person shall have reasonably concluded proceeding, or that there are may be legal defenses available to it which are the Indemnitee different from, additional to, from or inconsistent with, in addition to those available to the Indemnifying PartyIndemnitor, 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 its own cost and expense, to have Indemnitee’s counsel participate in, though not conduct, the defense.
(dc) The Indemnifying Party’s obligations Indemnitor shall not, except with the consent of each Indemnitee, consent to indemnifythe entry of any judgment, defend and hold each Indemnified Person harmless 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 reduced or limited by reason of any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit actsunreasonably withheld.
Appears in 1 contract
Defense of Indemnified Claims. (a) Within a reasonable time after receipt by a Person If either Client Company or any other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (the an “Indemnified PersonIndemnitee”) receives notice of any claim as claim, or of the commencement of any action or proceeding with respect to which ESI is obligated to provide indemnification, the indemnification provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] may apply, such Indemnified Person Indemnitee shall notify the indemnifying Party (the “Indemnifying Party”) in writing promptly give ESI written notice of such fact; provided howeverclaim, that delay in notifying action or proceeding. The notice shall specify, if known, the Indemnifying Party shall not relieve such Indemnifying Party amount or an estimate of its indemnification obligations except to the extent that it is materially prejudiced by such delayamount of liability arising from the claim, action or proceeding.
(b) The Indemnifying Party Indemnitee 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), permit ESI to assume the defense of any such claim with counsel of its own choosing at its sole cost and expenseclaim, action or proceeding; provided howeverthat counsel for ESI, that an Indemnified Person who 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 the claim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (i) if the Indemnitee reasonably satisfactory to the Indemnified Person; (iii) determines that there is an apparent may be a conflict of interest between the Indemnifying Party positions of the ESI and the Indemnified Person Indemnitee in connection with respect to such the claim; , action, or (iv) such Indemnified Person shall have reasonably concluded proceeding, or that there are may be legal defenses available to it which are the Indemnitee different from, additional to, from or inconsistent with, in addition to those available to ESI, then counsel for the Indemnifying PartyIndemnitee 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 its own cost and expense, to have Indemnitee’s counsel participate in, though not conduct, the defense.
(dc) 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 Indemnifying Party’s obligations Indemnitee shall not settle or compromise any claim, action or proceeding for which it asserts a right to indemnifyindemnification without the prior written consent of ESI, defend and hold each Indemnified Person harmless which consent 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 Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit actsunreasonably withheld.
Appears in 1 contract
Defense of Indemnified Claims. (ai) Within 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 reasonable time after receipt by a Person Service Provider or Service Recipient is obligated to provide indemnification (the “Indemnified PersonIndemnitor”) 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 Indemnitee shall notify promptly give the indemnifying Party (the “Indemnifying Party”) in writing Indemnitor written notice of such fact; provided howeverClaim, provided, that Indemnitee’s failure or delay in notifying the Indemnifying Party providing such notice shall not relieve such Indemnifying Party of its indemnification obligations affect Indemnitor’s indemnity obligation hereunder except to the extent that it Indemnitor’s ability to defend or settle a Claim is materially prejudiced by such delayimpaired 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.
(bii) The Indemnifying Party Indemnitee shall diligently, competently and in good faith control and conduct permit 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), Indemnitor to assume the defense of any such claim with counsel of its own choosing at Claim if Indemnitor, in its sole cost and expensediscretion, chooses to do so; provided howeverprovided, that an Indemnified Person counsel for the Indemnitor, who 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 the Claim, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (A) if the Indemnitee reasonably satisfactory to the Indemnified Person; (iii) determines that there is an apparent may be a conflict of interest between the Indemnifying Party positions of the Indemnitor and the Indemnified Person Indemnitee in connection with respect to such claim; the Claim, or (iv) such Indemnified Person shall have reasonably concluded that there are may be legal defenses available to it which are the Indemnitee different from, additional to, from or inconsistent with, in addition to those available to the Indemnifying Party.
(d) The Indemnifying Party’s obligations to indemnifyIndemnitor, 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 then counsel for the Indemnifying Party or any Indemnitee shall be entitled to conduct a defense to the extent reasonably necessary to protect the interests of its subcontractors under workers’ compensation actsthe Indemnitee, disability benefit acts or other employee benefit acts.at Indemnitor’s reasonable cost and expense and
Appears in 1 contract
Samples: Transition Services Agreement
Defense of Indemnified Claims. (a) Within Upon receiving a reasonable time after receipt by a Person (the “notification of an 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 applyClaim, 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 party will have sole discretion with respect thereto to and do not impose any obligations on any Indemnified Person.
(c) An Indemnified Person shall have the rightwill solely control, at its option (but not the obligation)indemnifying party’s expense, 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 Indemnified Claim. The indemnifying party will keep the indemnified party fully informed regarding the status of any negotiations or suits relating to such Indemnified Claim. The indemnified party will cooperate fully with the indemnifying party and will offer such assistance to the indemnifying party as the indemnifying party requests in connection with the defense of any such Indemnified Claim at no charge to the indemnifying party, except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. The indemnifying party will have the right to join the indemnified party as a party to any lawsuit relating to such Indemnified Claim at the indemnifying party’s expense and the indemnified party will have the right to be represented therein by legal counsel of its own choosing choice at its sole cost and the indemnified party’s expense; provided however, that an Indemnified Person shall have the right to assume the defense of, and to . The indemnifying party will not settle or compromise, any such suit if such settlement would have an affect on the rights of the indemnified claim at party without obtaining the Indemnifying Partyprior written consent of the indemnified party, which consent will not be unreasonably withheld. The indemnifying party’s expense if: obligation to indemnify under this Section 5.04 will not apply to the extent that the party seeking indemnification (i) failed to comply with the Indemnifying Party fails to acknowledge, in writing, its responsibility to assume the defense of such claimobligations under this Section 5.04; or (ii) the Indemnifying Party fails contributed to diligentlysuch loss, competently and in good faith control and conduct the defense of such damage, injury, liability or claim with counsel reasonably satisfactory by any act, or by an omission to the Indemnified Person; (iii) there is an apparent conflict of interest perform some duty imposed by law, this Agreement or other contract 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 fromparties, additional to, or inconsistent with, those available to the Indemnifying Party.
(d) The Indemnifying Party’s obligations to indemnify, defend and hold each Indemnified Person harmless shall not be reduced or limited by reason of any limitation on the amount or type indemnified party. The indemnification rights of damages, compensation or benefits payable by or either party under this Section 5.04 will be the sole remedy for the Indemnifying Party or any of its subcontractors claims for which either such party seeks indemnification under workers’ compensation acts, disability benefit acts or other employee benefit actsthis Section 5.04.
Appears in 1 contract
Samples: Data Transfer & Patent License Agreement (Avanir Pharmaceuticals)
Defense of Indemnified Claims. (a) Within a reasonable time after receipt by a any Indemnified Person (the “Indemnified Person”) of any claim Third Party Claim as to which the indemnification indemnity provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] 9.1 may apply, such Indemnified Person shall notify the indemnifying Indemnifying Party (the “Indemnifying Party”) in writing of such fact; provided 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, defense of any claim Third Party Claim as to which the indemnification indemnity provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] 9.1 applies; provided provided, however, that the Indemnifying Party may not settle or compromise any such claim 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. Third Party Claim.
(d) An Indemnified Person shall also have the right, at its option (but not the obligation), with counsel of its own choosing, 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 (including the right to assume the defense of, and to settle or compromise, any such indemnified claim at ) a Third Party Claim against it if the Indemnifying Party’s expense ifParty fails to: (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 diligently and in good faith control and conduct the defense of such Third Party Claim; or (ii) acknowledge in writing its responsibility (subject to its rights pursuant to Section 9.2(e)) to indemnify against such Third Party Claim.
(e) Assumption of the defense of a Third Party Claim by an Indemnifying Party shall not constitute a waiver by such Indemnifying Party of its right to claim with counsel reasonably satisfactory at a later date that such Third Party Claim for which the defense was assumed is not a proper matter for indemnification pursuant to Section 9.1; provided, however, that if an Indemnifying Party at any time determines that a Third Party Claim is not a Issued by: Xxxx X. Xxxxxxxx Effective: January 31, 2010 Vice President Transmission Issued on: January 29, 2010 PJM Interconnection, L.L.C. Original Sheet No. 29 FERC Electric Tariff Sixth Revised Volume No. 1 Original Service Agreement No. 2405 proper matter for indemnification pursuant to Section 9.1, such Indemnifying Party shall: (i) promptly notify the other Party; (ii) promptly turn over defense of the Third Party Claim and all relevant documents and information to the Indemnified Personthird party defendant or its counsel; and (iii) there is an apparent conflict reasonably cooperate in the transition of interest between the Indemnifying Party and the Indemnified Person with respect such defense 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 Partythird party defendant.
(d) The Indemnifying Party’s obligations to indemnify, 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 Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit acts.
Appears in 1 contract
Defense of Indemnified Claims. (ai) Within 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 reasonable time after receipt by a Person Service Provider or Service Recipient is obligated to provide indemnification (the “Indemnified PersonIndemnitor”) 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 Indemnitee shall notify promptly give the indemnifying Party (the “Indemnifying Party”) in writing Indemnitor written notice of such fact; provided howeverClaim, provided, that Indemnitee’s failure or delay in notifying the Indemnifying Party providing such notice shall not relieve such Indemnifying Party of its indemnification obligations affect Indemnitor’s indemnity obligation hereunder except to the extent that it Indemnitor’s ability to defend or settle a Claim is materially prejudiced by such delayimpaired 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.
(bii) The Indemnifying Party Indemnitee shall diligently, competently and in good faith control and conduct permit 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), Indemnitor to assume the defense of any such claim with counsel of its own choosing at Claim if Indemnitor, in its sole cost and expensediscretion, chooses to do so; provided howeverprovided, that an Indemnified Person counsel for the Indemnitor, who 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 the Claim, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (A) if the Indemnitee reasonably satisfactory to the Indemnified Person; (iii) determines that there is an apparent may be a conflict of interest between the Indemnifying Party positions of the Indemnitor and the Indemnified Person Indemnitee in connection with respect to such claim; the Claim, or (iv) such Indemnified Person shall have reasonably concluded that there are may be legal defenses available to it which are the Indemnitee different from, additional to, from or inconsistent with, in addition to those available to the Indemnifying Party.
(d) The Indemnifying Party’s obligations to indemnifyIndemnitor, 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 then counsel for the Indemnifying Party or any Indemnitee shall be entitled to conduct a defense to the extent reasonably necessary to protect the interests of its subcontractors under workers’ compensation actsthe Indemnitee, disability benefit acts or other employee benefit acts.at Indemnitor’s reasonable cost and expense and
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Samples: Transition Services Agreement
Defense of Indemnified Claims. (a) Within a reasonable time after receipt by a Person If either EquaGen or any other person entitled to indemnification pursuant to any indemnification covenant contained in this Agreement (the an “Indemnified PersonIndemnitee”) receives notice of any claim as claim, or of the commencement of any action or proceeding with respect to which ESI is obligated to provide indemnification, the indemnification provided for in Section 10.1 [Seller’s Indemnification] or 10.2 [Buyer’s Indemnification] may apply, such Indemnified Person Indemnitee shall notify the indemnifying Party (the “Indemnifying Party”) in writing promptly give ESI written notice of such fact; provided howeverclaim, that delay in notifying action or proceeding. The notice shall specify, if known, the Indemnifying Party shall not relieve such Indemnifying Party amount or an estimate of its indemnification obligations except to the extent that it is materially prejudiced by such delayamount of liability arising from the claim, action or proceeding.
(b) The Indemnifying Party Indemnitee 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), permit ESI to assume the defense of any such claim with counsel of its own choosing at its sole cost and expenseclaim, action or proceeding; provided howeverthat counsel for ESI, that an Indemnified Person who 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 the claim, action or proceeding, shall be approved by the Indemnitee, whose approval shall not be unreasonably withheld. Notwithstanding the foregoing, (i) if the Indemnitee reasonably satisfactory to the Indemnified Person; (iii) determines that there is an apparent may be a conflict of interest between the Indemnifying Party positions of ESI and the Indemnified Person Indemnitee in connection with respect to such the claim; , action, or (iv) such Indemnified Person shall have reasonably concluded proceeding, or that there are may be legal defenses available to it which are the Indemnitee different from, additional to, from or inconsistent with, in addition to those available to ESI, then counsel for the Indemnifying PartyIndemnitee 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 its own cost and expense, to have Indemnitee’s counsel participate in, though not conduct, the defense.
(dc) 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 Indemnifying Party’s obligations Indemnitee shall not settle or compromise any claim, action or proceeding for which it asserts a right to indemnifyindemnification without the prior written consent of ESI, defend and hold each Indemnified Person harmless which consent 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 Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit actsunreasonably withheld.
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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 diligentlyassume, competently 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 good faith 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 and conduct of the defense, with counsel reasonably satisfactory to except that if the settlement of a claim would adversely affect the Indemnified PersonParty, 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 the claim without as to the Indemnified Person’s consent unless the terms of such settlement or compromise unconditionally release Party only with the Indemnified Person(s) from 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 liability 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 respect thereto the indemnification provisions in Subsections (a) and do not impose (b) above, as applicable. If one Party is required to take any obligations on any Indemnified Person.
(c) An Indemnified Person shall have the rightaction to enforce its indemnity rights under this Agreement, 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), or to assume the defense of any such claim with counsel for which it is entitled to receive an indemnity under this Agreement because 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 other Party’s expense if: failure to promptly assume such defense, then that Party may also recover from the other Party any reasonable attorneys’ fees (iincluding 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 Indemnifying Party fails amount of any damages relating to acknowledgeclaims 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’ compensation obligations in writingany jurisdiction, its responsibility to assume even if such immunity arises under the defense constitution or statutes of such claim; jurisdiction (ii) such as, for example, Section 35, Article II, of the Indemnifying Party fails to diligently, competently Ohio Constitution and in good faith control Sections 4123.74 and conduct 4123.741 of 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 PartyOhio Revised Code).
(d) The Indemnifying Party’s obligations to indemnify, 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 Indemnifying Party or any of its subcontractors under workers’ compensation acts, disability benefit acts or other employee benefit acts.
Appears in 1 contract
Samples: Software and Professional Services Agreement (Radcom LTD)
