Common use of Defense; Settlement Clause in Contracts

Defense; Settlement. (a) If any claim, liability, demand, assessment, action, suit or proceeding (a “Claim”) shall be asserted against an indemnitee in respect of which it proposes to demand indemnification, it shall promptly notify in writing the indemnitor thereof. The notice will specify the circumstances giving rise to such Claim. The indemnitor, at its expense, shall have the responsibility of contesting, defending, litigating or settling the Claim in good faith. The indemnitee may participate at indemnitor’s own expense in the negotiation, litigation or settlement of any such Claim, provided that (notwithstanding any other provision hereof) if the indemnitor agrees in writing promptly after it obtains knowledge thereof to be fully responsible for any such Claim, the indemnitee’s participation shall be at its own expense from the date of such notice. The indemnitor and the indemnitee will cooperate with each other as they reasonably may request in the handling of any Claim. If the indemnitee, without the prior consent of the indemnitor, makes any settlement with respect to any such Claim, the indemnitor shall be discharged from any liability hereunder with respect thereto. (b) Upon the settlement of any Claim as provided above or the final resolution of any Claim by a court of competent jurisdiction, the indemnitor will notify the indemnitee promptly. The indemnitor promptly will pay such Claim and, in addition, will pay to the indemnitee an amount equal to any losses, damages or expenses for which indemnity is prescribed herein (“Indemnity Amounts”) incurred by the indemnitee in connection with such Claim net of taxes required to make the indemnitee whole. (c) If the indemnitor fails to comply with its obligations under the preceding Sections, the indemnitee may elect, but shall not be obligated, to contest, defend, litigate or settle any Claim in good faith, and the indemnitor promptly will pay to the indemnitee an amount equal to any Indemnity Amounts incurred by such indemnitee in connection therewith, and any amount net of taxes required to make the indemnitee whole.

Defense; Settlement. (a) If any claim, liability, demand, assessment, action, suit or proceeding (a “Claim”) shall be asserted against an indemnitee in respect of which it proposes to demand indemnification, it shall promptly notify in writing the indemnitor thereof. The notice will specify the circumstances giving rise to such Claim. The indemnitor, at its expense, Indemnitee shall have the responsibility sole right and obligation to control the defense or conduct of contesting, defending, litigating any claim or settling the Claim in good faithProceeding with respect to Indemnitee. The indemnitee may participate at indemnitor’s own expense in the negotiation, litigation or settlement of any such Claim, provided that (notwithstanding any other provision hereof) if the indemnitor agrees in writing promptly after it obtains knowledge thereof to be fully responsible for any such Claim, the indemnitee’s participation Eloxx Companies shall be at its own expense from the date of such notice. The indemnitor and the indemnitee will cooperate with each other as they reasonably may request in the handling of any Claim. If the indemniteenot, without the prior written consent of the indemnitorIndemnitee, makes which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement with respect to any such Claim, the indemnitor shall be discharged from any liability hereunder with respect thereto. (b) Upon the settlement of any Claim Proceeding against Indemnitee or which, in the reasonable opinion of Independent Counsel (as provided above hereinafter defined), could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the final resolution payment of money or performance of any Claim obligation by a court persons other than Indemnitee and includes an unconditional, full release of competent jurisdiction, Indemnitee by all relevant parties from all liability on any matters that are the indemnitor will notify the indemnitee promptly. The indemnitor promptly will pay subject of such Claim and, in addition, will pay to the indemnitee Proceeding and an amount equal to any losses, damages or expenses for which indemnity is prescribed herein (“Indemnity Amounts”) incurred by the indemnitee acknowledgment that Indemnitee denies all wrongdoing in connection with such Claim net matters and (ii) the Eloxx Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of taxes required to make the indemnitee whole. (c) If the indemnitor fails to comply Indemnitee in connection with its obligations under the preceding Sections, the indemnitee may elect, but such Proceeding. The Eloxx Companies shall not be obligatedobligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Eloxx Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Eloxx Companies and includes an unconditional release of the Eloxx Companies by any party to contest, defend, litigate or settle such Proceeding other than the Indemnitee from all liability on any Claim in good faith, matters that are the subject of such Proceeding and an acknowledgment that the indemnitor promptly will pay to the indemnitee an amount equal to any Indemnity Amounts incurred by such indemnitee Eloxx Companies deny all wrongdoing in connection therewith, and any amount net of taxes required to make the indemnitee wholewith such matters.

Defense; Settlement. (a) If any claim, liability, demand, assessment, action, suit or proceeding (a “Claim”) shall be asserted against an indemnitee in respect of which it proposes to demand indemnification, it shall promptly notify in writing the indemnitor thereof. The notice will specify the circumstances giving rise to such Claim. The indemnitor, at its expense, Indemnitee shall have the responsibility sole right and obligation to control the defense or conduct of contesting, defending, litigating any claim or settling the Claim in good faithProceeding with respect to Indemnitee. The indemnitee may participate at indemnitor’s own expense in the negotiation, litigation or settlement of any such Claim, provided that (notwithstanding any other provision hereof) if the indemnitor agrees in writing promptly after it obtains knowledge thereof to be fully responsible for any such Claim, the indemnitee’s participation Ecovyst Companies shall be at its own expense from the date of such notice. The indemnitor and the indemnitee will cooperate with each other as they reasonably may request in the handling of any Claim. If the indemniteenot, without the prior written consent of the indemnitorIndemnitee, makes which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement with respect to any such Claim, the indemnitor shall be discharged from any liability hereunder with respect thereto. (b) Upon the settlement of any Claim Proceeding against Indemnitee or which, in the reasonable opinion of Independent Counsel (as provided above hereinafter defined), could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the final resolution payment of money or performance of any Claim obligation by a court persons other than Indemnitee and includes an unconditional, full release of competent jurisdiction, Indemnitee by all relevant parties from all liability on any matters that are the indemnitor will notify the indemnitee promptly. The indemnitor promptly will pay subject of such Claim and, in addition, will pay to the indemnitee Proceeding and an amount equal to any losses, damages or expenses for which indemnity is prescribed herein (“Indemnity Amounts”) incurred by the indemnitee acknowledgment that Indemnitee denies all wrongdoing in connection with such Claim net matters and (ii) the Ecovyst Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of taxes required to make the indemnitee whole. (c) If the indemnitor fails to comply Indemnitee in connection with its obligations under the preceding Sections, the indemnitee may elect, but such Proceeding. The Ecovyst Companies shall not be obligatedobligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Ecovyst Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Ecovyst Companies and includes an unconditional release of the Ecovyst Companies by any party to contest, defend, litigate or settle such Proceeding other than the Indemnitee from all liability on any Claim in good faith, matters that are the subject of such Proceeding and an acknowledgment that the indemnitor promptly will pay to the indemnitee an amount equal to any Indemnity Amounts incurred by such indemnitee Ecovyst Companies deny all wrongdoing in connection therewith, and any amount net of taxes required to make the indemnitee wholewith such matters.