Common use of General Procedures for Indemnification Clause in Contracts

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the Party or Parties against whom indemnification is sought (the “Indemnifying Party”) of the assertion and basis of any claim, or the commencement and basis of any action, suit or proceeding by any third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless the Indemnifying Party has suffered material prejudice by such failure). The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of a Third Party Claim, to assume the defense and control the settlement of such Third Party Claim that involves (and continues to involve) solely money damages; provided, however, that prior to assuming any claim defense, the Indemnifying Party must show the other Party that they have the financial ability to pay out any potential monetary claim before they are allowed to assume its defense. Failure by the Indemnifying Party to so notify the Indemnified Party shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such claim.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the Party or Parties party against whom indemnification is sought (the “Indemnifying Party”) of the assertion and basis of any claimClaim, or the commencement and basis of any action, suit or proceeding by any third party Third Party, in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless the Indemnifying Party has suffered material prejudice by such failurefailure to give notice). The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty days (30or sooner, if the nature of the Third-Party Claim so requires) days of receipt of notice from the Indemnified Party of the commencement of a Third or assertion of any Third-Party Claim, to 162 assume the defense and control the settlement of such Third Third-Party Claim that involves (and continues to involve) solely money damages; provided, however, that prior to assuming any claim defense, the Indemnifying Party must show the other Party that they have the financial ability to pay out any potential monetary claim before they are allowed to assume its defense. Failure by the Indemnifying Party to so notify the Indemnified Party shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such claim.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the Party or Parties against whom indemnification is sought (the “Indemnifying Party”) of the assertion and basis of any claim, or the commencement and basis of any action, suit or proceeding by any third party party, in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless the Indemnifying Party has suffered material prejudice by such failure). The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding by a Third Party Claimthird party in respect of which indemnity may be sought hereunder (a "THIRD-PARTY CLAIM"), to assume the defense and control the settlement of such Third Third-Party Claim that involves (and continues to involve) solely money damages; provided, however, that prior to assuming any claim defense, the Indemnifying Party must show the other Party that they have the financial ability to pay out any potential monetary claim before they are allowed to assume its defense. Failure by the Indemnifying Party to so notify the Indemnified Party shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such claimClaim.

General Procedures for Indemnification. (a) The Indemnified Party seeking indemnification under this Agreement shall promptly notify in writing the Party or Parties party against whom indemnification is sought (the “Indemnifying Party”) of the assertion and basis of any claim, or the commencement and basis of any action, suit or proceeding by any third party Third Party, in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless the Indemnifying Party has suffered material prejudice by such failure). The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Indemnifying Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Action by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim that involves (and continues to involve) solely money damages; provided, however, that prior to assuming any claim defensethat, if the Indemnifying Party must show assumes control of such defense, and there exists a conflict of interest between the other Party that they have the financial ability to pay out any potential monetary claim before they are allowed to assume its defense. Failure by interests of the Indemnifying Party and those of the Indemnified Party with respect to so notify such Third Party Claim, the Indemnified Party may retain counsel satisfactory to it and the reasonable fees and expenses of such counsel to the Indemnified Party shall be deemed a waiver by considered Losses for the Indemnifying Party purpose of its right to assume the defense of such claimthis Agreement.