Indemnification Claims. All claims for indemnification by Xxxxx will be asserted and resolved as follows: If a claim or demand for which Xxxxx may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller. (a) Seller will have the right to control the defense and settlement of any claims in a manner not adverse to Buyer but cannot admit any liability or enter into any settlement without Buyer’s approval. (b) Buyer may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Xxxxxx does not assume control of the defense, Seller will bear the expense of this counsel.
Appears in 10 contracts
Samples: Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement
Indemnification Claims. All claims for indemnification by Xxxxx will be asserted and resolved as follows: If a claim or demand for which Xxxxx may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller.
(a) . Seller will have the right to control the defense and settlement of any claims in a manner not adverse to Buyer but cannot admit any liability or enter into any settlement without Buyer’s approval.
(b) . Buyer may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Xxxxxx does not assume control of the defense, Seller will bear the expense of this counsel.
Appears in 6 contracts
Samples: Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement
Indemnification Claims. All claims for indemnification by Xxxxx Buyer will be asserted and resolved as follows: If a claim or demand for which Xxxxx Buyer may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller.
(a) Seller will have the right to control the defense and settlement of any claims in a manner not adverse to Buyer but cannot admit any liability or enter into any settlement without Buyer’s approval.
(b) Buyer may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Xxxxxx Seller does not assume control of the defense, Seller will bear the expense of this counsel.
Appears in 4 contracts
Samples: Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement
Indemnification Claims. All claims for indemnification by Xxxxx will be asserted and resolved as follows: If a claim or demand for which Xxxxx may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller.
(a) Seller will have the right to control the defense and settlement of any claims in a manner not adverse to Buyer but cannot admit any liability or enter into any settlement without Buyer’s approval.
(b) Buyer may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Xxxxxx does not assume control of the defense, Seller will bear the expense of this counsel.
Appears in 1 contract
Samples: Demand Response Auction Mechanism Resource Purchase Agreement
Indemnification Claims. All claims for indemnification by Xxxxx will be asserted and resolved as follows: If a claim or demand for which Xxxxx Buyer may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller.
(a) Seller will have the right to control the defense and settlement of any claims in a manner not adverse to Buyer but cannot admit any liability or enter into any settlement without Buyer’s approval.
(b) Buyer may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Xxxxxx does not assume control of the defense, Seller will bear the expense of this counsel.
Appears in 1 contract
Samples: Demand Response Auction Mechanism Resource Purchase Agreement
Indemnification Claims. All claims for indemnification by Xxxxx Buyer will be asserted and resolved as follows: If a claim or demand for which Xxxxx Buyer may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller.
(a) . Seller will have the right to control the defense and settlement of any claims in a manner not adverse to Buyer but cannot admit any liability or enter into any settlement without Buyer’s approval.
(b) . Buyer may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Xxxxxx Seller does not assume control of the defense, Seller will bear the expense of this counsel.
Appears in 1 contract
Samples: Purchase Agreement