Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereof, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claims or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The Indemnitee may not settle any such proceeding without the consent of the Indemnitor, which shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII XI hereof, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee Indemnitee is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claims or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-claim or demand, the Indemnitee Indenmitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The Indemnitee may not settle any such proceeding without the consent of the Indemnitor, which shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have be entitled to assume the absolute right after defense thereof, at the receipt Indemnitor's sole expense. If the Indemnitor assumes the defense of noticeany legal proceeding, it will not settle the legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigations, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its option and at its own expensecost, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses indemnified against hereunder; provided, however, that the Indemnitee may participate in any investigation, trial and defense of such legal proceeding with counsel of its choice and at its expense and controlled by the Indemnitor shall and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.4 hereof, the Indemnitor does not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto agree undertake to cooperate fully with each other in connection with the defense, negotiation or settlement of defend any such legal proceeding, claim the Indemnitee may, but shall have no obligation to, contest or demand. To the extent defend against any legal proceeding and the Indemnitor elects not to defend such proceeding, claims or demand, and shall be bound by the result obtained with respect thereto by the Indemnitee defends against (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or otherwise deals more legal defenses available to the Indemnitee that conflict with any such proceeding, claim-or demandthose available to the Indemnitor, the Indemnitee may retain counselshall have the right, at the expense of the Indemnitor, and control to assume the defense of such proceeding. The Indemnitee may not settle any such the legal proceeding without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. As used herein, a "legal proceeding" includes any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have be entitled to assume the absolute right after defense thereof, at the receipt Indemnitor's sole expense. If the Indemnitor assumes the defense of noticeany legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counter claims). The Indemnitee may, at its option and at its own expensecost, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses indemnified against hereunder; provided, however, that the Indemnitee may participate in any investigation, trial and defense of such legal proceeding with counsel of its choice and at its expense and controlled by the Indemnitor shall and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnitor does not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto agree undertake to cooperate fully with each other in connection with the defense, negotiation or settlement of defend any such legal proceeding, claim the Indemnitee may, but shall have no obligation to, contest or demand. To the extent defend against any legal proceeding and the Indemnitor elects not to defend such proceeding, claims or demand, and shall be bound by the result obtained with respect thereto by the Indemnitee defends against (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or otherwise deals more legal defenses available to the Indemnitee that conflict with any such proceeding, claim-or demandthose available to the Indemnitor, the Indemnitee may retain counselshall have the right, at the expense of the Indemnitor, and control to assume the defense of such the legal proceeding. The ; provided, however, that in any event the Indemnitee may not settle any such legal proceeding without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. As used herein, a "legal proceeding" includes any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of noticethe notice provided for in Section 14.6, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses Damages indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceedingLegal Proceeding, claim or demand, including by providing any pertinent records, materials or information within their control as may be reasonably required. To the extent the Indemnitor elects not to defend such proceedingLegal Proceeding, claims claim or demand, and the Indemnitee defends against or otherwise deals with any such proceedingLegal Proceeding, claim-claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The If the Indemnitee may not shall settle any such proceeding without the consent of the Indemnitor, which the Indemnitee shall not be unreasonably withheld or delayedthereafter have no claim against the Indemnitor under this Article XIV with respect to any Damages occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereof, in (a) Any party making a claim for indemnification under this Agreement (an “Indemnitee”) shall notify the event indemnifying party (an “Indemnitor”) of the initiation claim in writing promptly after receiving written notice of any legal proceeding action, lawsuit, proceeding, investigation or other claim against an Indemnitee it by a third party, describing the Indemnitor shall have claim, the absolute right after the receipt of notice, at its option amount thereof (if known and at its own expense, to be represented by counsel of its choicequantifiable), and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses indemnified against hereunderbasis thereof; provided, however, provided that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the failure to so notify an Indemnitor shall not settle any such proceedingrelieve the Indemnitor of its obligations hereunder, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto agree except to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent that (and only to the extent that) the Indemnitor elects not is actually materially prejudiced thereby. Any Indemnitor shall be entitled to defend such proceeding, claims or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control participate in the defense of such action, lawsuit, proceeding. The , investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by giving notice to the Indemnitee may not settle any (the “Defense Notice”) and appointing counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such proceeding without defense; provided that, prior to the consent Indemnitor assuming control of such defense it shall first verify to the IndemnitorIndemnitee in writing that such Indemnitor shall be fully responsible for all liabilities and obligations relating to such claim for indemnification and that it will provide full indemnification to the Indemnitee with respect to such action, which shall not be unreasonably withheld lawsuit, proceeding, investigation or delayedother claim giving rise to such claim for indemnification hereunder.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereof, in In the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall will have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liabilityexpense. The parties hereto agree to will cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claims claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The Neither the Indemnitor nor the Indemnitee may not settle any such proceeding without the consent of the Indemnitorother party, which shall such consent not to be unreasonably withheld withheld. After any final judgment or delayedaward has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and, subject to the last sentence of Section 10.6, the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such notice.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses loss, liability or damage indemnified against hereunder; providedPROVIDED, howeverHOWEVER, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense sole cost and expense. The Seller and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto Purchaser agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claims claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The If the Indemnitee may not shall settle any such proceeding without the prior written consent of the Indemnitor, which the Indemnitee shall not be unreasonably withheld or delayedthereafter have no claim against the Indemnitor under this Article IX with respect to any Damages occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liabilityexpense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claims claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The If the Indemnitor elects not to defend any such proceeding, the Indemnitee may not settle any such proceeding without the consent of the Indemnitor, which and the Indemnitor shall not be unreasonably withheld or delayedindemnify and hold the Indemnitee harmless with respect to any loss, liability, claim, obligation, damage and expense occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereof, in In the event of the initiation of any legal or administrative or other proceeding against an Indemnitee by a third partyparty for which indemnification is sought pursuant to this Article IX, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liabilityexpense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor indemnitor elects not to defend such proceeding, claims claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense and settlement of such proceeding. The Indemnitee may not settle any such proceeding without the consent of the Indemnitor, which shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding against an Indemnitee Indemnified Party by a third party, the Indemnitor Indemnifying Party shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, claim or demand which relates to any Losses loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liabilityexpense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation negotiations or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor Indemnifying Party elects not to defend such proceeding, claims claim or demand, and the Indemnitee Indemnified Party defends against or otherwise deals with any such proceeding, claim-claim or demand, the Indemnitee Indemnified Party may retain counsel, at the expense of the IndemnitorIndemnifying Party to the extent that the Indemnified Party has a recoverable claim under Section 11.3 against the Indemnifying Party, and control the defense of such proceeding. The Indemnitee may not If the Indemnified Party shall settle any such proceeding without the consent of the IndemnitorIndemnifying Party, which the Indemnified Party shall not be unreasonably withheld or delayedthereafter have no claim against the Indemnifying Party with respect to any loss, liability, claim, obligation, damage and expense occasioned by such settlement.

Indemnification Procedure for Third Party Claims. Except as otherwise provided in Article XII hereofherein, in the event of the initiation of any legal proceeding Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have be entitled to assume the absolute right after defense thereof, at the receipt Indemnitor's sole expense. If the Indemnitor assumes the defense of noticeany Legal Proceeding, it will not settle the Legal Proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Legal Proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its option own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.5 hereof, the Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any Legal Proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at its own expensethe expense of the Indemnitor, to be represented by counsel assume the defense of its choice, and to defend the Indemnitee against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Losses indemnified against hereunderLegal Proceeding; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such proceeding, claim or demand unless lndemnitee is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claims or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim-or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. The Indemnitee may not settle any such proceeding Legal Proceeding without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed.