Common use of Indemnification Procedure for Claims Clause in Contracts

Indemnification Procedure for Claims. In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (a) In the event that the Indemnifying Party shall fail to give the Defense Notice within such 15 day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct the defense and to compromise and settle the claim with prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense and settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party; the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (d) If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Indemnified Party and its affiliates and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (e) Notwithstanding clause (b) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party or (iv) if such claim would impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (f) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder. (g) A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 8.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Indemnification Procedure for Claims. In connection with any Loss arising from a Third Party Claim for which a Party (the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for seeks indemnification or receives notice of from the assertion of any claim or of other Party (the commencement of any action or proceeding by any Person who is not a party “Indemnifying Party”) pursuant to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party")Agreement, the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within 30 days after learning of such claim will: (or within such shorter time as may be necessary to a) give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon prompt written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified PartyThird Party Claim; provided, however, that failure to provide such notice will not relieve the Indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of the Third Party Claim; and (c) permit the Indemnifying Party to control the defense and settlement of the Third Party Claim; provided, however, that the Indemnifying Party will not without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed, consent to or enter into any compromise or settlement of any such Third Party Claim that commits the applicable indemnitee to take, or to forbear to take, any action or does not provide for a full and complete written release by the applicable Third Party of any applicable indemnitee. Further, the Indemnified Party shall have the right to approve participate (but not control) and be represented in any such suit or action by advisory counsel of its selection and at its own expense; provided that if an Indemnified Party determines in good faith that there is a reasonable probability that such Third Party Claim would materially adversely affect it other than as a result of monetary damages for which it would be entitled to relief under this Agreement, then the Defense CounselIndemnified Party may, by giving written notice to the Indemnifying Party, assume control of the defense of any Third Party Claim, but will not without the Indemnifying Party’s prior written consent, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again consent to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (a) In the event that the Indemnifying Party shall fail to give the Defense Notice within such 15 day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct the defense and to compromise and settle the claim with prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense and settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party; the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any compromise or settlement of any such Third Party Claim or cease if it involves a payment to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation made on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (d) If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Indemnified Party and its affiliates and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (e) Notwithstanding clause (b) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party or (iv) if such claim would impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (f) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder. (g) A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 8.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Indemnification Procedure for Claims. In Whenever any claim shall ------------------------------------ arise for indemnification hereunder, the event that any Person party entitled to indemnification under this Agreement (an the "Indemnified Party") asserts a claim for indemnification shall promptly notify the other party or receives notice of parties ----------------- (the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party")) of the claim and, when known, the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to facts ------------------ constituting the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to basis for such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right Party's failure to approve the Defense Counsel, which approval give such notice shall not be unreasonably withheld affect any rights or delayed, and in the event the Indemnifying Party and the remedies of an Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again hereunder with respect to indemnification for damages except to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (a) In the event extent that the Indemnifying Party shall fail to give the Defense Notice within such 15 day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct the defense and to compromise and settle the claim with prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense and settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party; the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief a claim is not made within the one year period or specific performance would be imposed against five year period, as the Indemnified Partycase may be, specified in Section 7.7, or (ii) such settlement the Indemnifying Party is materially prejudiced thereby. In the event of any claim for indemnification hereunder resulting from or cessation would lead in connection with any claim or legal proceedings by a third party, the notice to liability the Indemnifying Party shall specify, if known, the amount or create any financial or other obligation on the part an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which the Indemnified Party it is not entitled to indemnification hereunder. (d) If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Indemnified Party and its affiliates and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (e) Notwithstanding clause (b) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party or (iv) if such claim would impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, Party (which consent will shall not be unreasonably withheld or delayed. (fwithheld) Any final judgment entered or settlement agreed upon in the manner provided herein unless suit shall be binding upon have been instituted against it and the Indemnifying Party, and Party shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder. (g) A failure by an Indemnified Party to give timely, complete or accurate notice not have taken control of such suit after notification thereof as provided in Section 7.5 of this Section 8.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely noticeAgreement.

Indemnification Procedure for Claims. The party or parties making a claim for indemnification under this Section 11 is, for the purposes of this Agreement, referred to as the "Indemnified Party" and the party or parties against whom claims are assured under this Section 11 is, for the purposes of this Agreement, referred to as the "Indemnifying Party". All claims by any Indemnified Party under this Section 11 must be asserted and resolved as follows: (1) In the event that (A) any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion claim, issuance of any claim order or of the commencement of any action or proceeding (collectively, a "Proceeding") is asserted or instituted by any Person who is not a party other than the parties hereto and their affiliates which could give rise to this Agreement or Losses for which an affiliate of a party Indemnified Party intends to this Agreement seek indemnification from an Indemnifying Party hereunder (a "Third Party Claim") against such or (B) any Indemnified PartyParty hereunder intends to make a claim to be indemnified by any Indemnifying Party hereunder which does not involve a Third Party Claim (a "Direct Claim", against which and together with a party to this Agreement is required to provide indemnification under this Agreement (an Third Party Claim, a "Indemnifying PartyClaim"), the Indemnified Party shall give written notice together with must promptly, and in any event within 60 days of the date on which the Indemnified Party (in the case of a statement corporation, its senior management) first becomes aware of any available information regarding such claim the existence of a Claim, send to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice specifying the nature of the Claim, the amount or estimated amount (which estimate will not be any evidence of the final amount of any Claim), and any information available to the Indemnified Party about the Claim (the a "Defense Claim Notice") within 15 days after receipt from ); provided, however, that any failure to give a Claim Notice will not waive any rights of the Indemnified Party except to the extent that the rights of notice of such claim, which notice by the Indemnifying Party shall specify are actually prejudiced. (2) In the counsel it will appoint to defend such claim ("Defense Counsel")event of a Third Party Claim, to conduct the Indemnifying Party may assume the defense of the Third Party Claim at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified PartyParty with counsel of his or its choice reasonably satisfactory to the Indemnified Party by providing written notice to the Indemnified Party of its assumption of the defense within 20 days of receipt of the Claim Notice (the "Defense Notice"); provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (a) In the event that the Indemnifying Party shall fail to give the Defense Notice within such 15 day period, it shall be deemed to have elected not to must conduct the defense of the subject claim, Third Party Claim actively and diligently thereafter in such event order to preserve the Indemnified Party shall have the right to conduct the defense and to compromise and settle the claim with prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and 's rights. (3) If the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claimThird Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense and settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such all assistance and materials as it may be reasonably requestrequested by it, all at the expense of the Indemnifying Party; the . The Indemnified Party shall have the right may at its own expense to participate in the defense assisted by counsel of its own choosing. (4) The Indemnified Party may compromise and settle the Third Party Claim only with the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. In such an eventThe Indemnifying Party may not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, unless the entry of judgment or settlement is only for a liquidated dollar amount and the Indemnifying Party will not settle posts security adequate to the subject claim without Indemnified Party for the payment of the judgment or the settlement amount. Without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will may not enter into any settlement of any Third Party Claim or cease to defend against such claima Third Party Claim, if pursuant to or as a result of such settlement or cessation, : (i) injunctive or other equitable relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. , or (diii) the proposed settlement includes a written admission of guilt. If an offer is made to settle a Third Party Claim which all parties to the Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section only upon the prior written consent of the Indemnified Party, the Indemnifying Party will give prompt written notice to the Indemnified Party refuses to that effect. If the Indemnified Party fails to consent to a bona fide the firm offer within 30 calendar days after its receipt of settlement which provides for a full release of the Indemnified Party and its affiliates and solely for a monetary payment which the Indemnifying Party wishes to acceptnotice, the Indemnified Party may continue to pursue such mattercontest or defend the Third Party Claim and, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an in that event, the obligation maximum liability of the Indemnifying Party shall be limited as to the Third Party Claim will not exceed the amount of the offer of settlement which offer, plus costs and expenses paid or incurred by the Indemnified Party refused to accept plus through the costs and expenses end of the Indemnified Party incurred prior to the date the that 30 day period. (5) The Indemnifying Party notified the Indemnified Party of the offer of settlement. (e) Notwithstanding clause (b) above, the Indemnifying Party shall will not be entitled to control, but may participate in, and the Indemnified Party shall will be entitled to have sole control over, the defense or settlement of any claim (i) to the extent that claim seeks a temporary restraining an order, a preliminary injunction, or permanent injunction or specific performance other equitable relief against the Indemnified PartyParty which, (ii) to the extent such claim involves criminal allegations against the Indemnified Partyif successful, (iii) that if unsuccessful, would set a precedent that would could materially interfere withwith the business, operations, assets, condition (financial or have a material adverse effect on, the business otherwise) or financial condition prospects of the Indemnified Party or (ivii) if such claim would impose liability on in a proceeding to which the part of Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of defense will constitute an amount for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (f) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder). (g) A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 8.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.