Common use of Indemnification Procedures and Limitations Clause in Contracts

Indemnification Procedures and Limitations. (a) In the event that any Action is commenced by a third party involving a claim for which a party required to provide indemnification hereunder (an “Indemnifying Party”) may be liable to a party entitled to indemnification (an “Indemnified Party”) hereunder (an “Asserted Liability”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability (the “Claim Notice”); provided, that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder, except to the extent that the Indemnifying Party is prejudiced by such delay. Any Claim Notice shall set forth, with as much specificity as is reasonably practicable, the basis of the claim for the Losses, the section(s) of this Agreement that form the basis for such claim, copies of all material written materials relating to such claim and, to the extent reasonably practicable, a reasonable estimate of the amount of the Losses that have been or may be incurred by the Indemnified Party. The Indemnifying Party, upon giving written notice to such Indemnified Party, will be entitled to assume the defense of such Asserted Liability, in whole or in part, at its own cost, with counsel of its own choosing and, in such an event, (i) the Indemnifying Party will be entitled to prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue such Asserted Liability and (ii) the Indemnifying Party shall have no obligation to indemnify or pay for or reimburse any Indemnified Party for any attorneys’ fees, investigation costs or litigation expenses incurred by the Indemnified Party after the assumption of the defense of such Asserted Liability; provided, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise, resolve or consent to the entry of any judgment in respect of any Asserted Liability if any Indemnified Party is a party to the applicable claim or has been actually threatened to be made a party thereto unless such settlement, compromise, resolution or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Asserted Liability and provides solely for monetary relief to be satisfied by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnified Party shall: (i) fully cooperate with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof and (ii) have the right, at its own cost and expense, to participate in the defense of any Asserted Liability with counsel selected by it (and reasonably satisfactory to the Indemnifying Party) subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. Notwithstanding the foregoing, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability that the Indemnifying Party shall have undertaken to defend, so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any Asserted Liability by an Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, upon notice to the Indemnifying Party by the Indemnified Party, the Indemnifying Party shall not be entitled to assume the defense or control of a Asserted Liability and shall pay the fees and expenses of counsel retained by the Indemnified Party hereunder if (x) such Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (y) such Asserted Liability seeks injunctive or other equitable relief against the Indemnified Party, provided that, in any such case, the party against which the Asserted Liability is asserted hereunder shall have the right to retain its own counsel (but the fees and expenses of such counsel shall be at the expense of such party) and participate in the defense of such Asserted Liability, and the Indemnified Party shall not be liable for any settlement of such Asserted Liability without its written consent (which consent shall not be unreasonably withheld).

Indemnification Procedures and Limitations. (a) In the event that any Action is commenced by a third party involving a claim for which a party required to provide indemnification hereunder (an “Indemnifying Party”) may be liable to a party entitled to indemnification (an “Indemnified Party”) hereunder (an “Asserted Liability”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability (the “Claim Notice”); provided, provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay. Any Claim Notice shall set forth, with as much specificity as is reasonably practicable, the basis of the claim for the Losses, the section(s) of this Agreement that which form the basis for such claim, copies of all material written materials relating to such claim and, to the extent reasonably practicableknown, a reasonable estimate of the amount of the Losses that have been or may be incurred by the Indemnified Party. The Indemnifying Party, upon giving written notice to such Indemnified PartyParty within 30 days of receipt of such notice and upon its acknowledgement of its obligation to indemnify the Indemnified Party with respect to such Asserted Liability, will be entitled to assume the defense of such Asserted Liability with counsel of its own choosing and, in such an event (i) the Indemnifying Party will be entitled to assume and control the defense of such Asserted Liability, in whole or in part, at its own cost, with counsel of its own choosing and, in such an event, (i) the Indemnifying Party will be entitled to prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue such Asserted Liability and (ii) the Indemnifying Party shall have no obligation to indemnify or pay for or reimburse any Indemnified Party for any attorneys’ fees, investigation costs or litigation expenses incurred by the Indemnified Party after the assumption of the defense of such Asserted Liability; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together. If the Indemnifying Party undertakes to defend against such Asserted Liability, (i) the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof and (ii) the Indemnified Party shall not settle or compromise such Asserted Liability without the prior written consent of the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise, resolve compromise or consent to the entry of any judgment in respect of any Asserted Liability if any Indemnified Party is a party to the applicable claim or has been actually threatened to be made a party thereto unless such settlement, compromise, resolution compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Asserted Liability claim and provides solely for monetary relief to be satisfied by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such shall not assume the defense of any Asserted Liability, the Indemnified Party shall: (i) fully cooperate with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof and (ii) have the right, at its own cost and expense, to participate in the defense of any Asserted Liability with counsel selected by it (and reasonably satisfactory to the Indemnifying Party) subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. Notwithstanding the foregoing, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability that the Indemnifying Party shall have undertaken to defend, so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any Asserted Liability by an Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, upon notice to the Indemnifying Party by the Indemnified Party, the Indemnifying Party shall not will be entitled to assume the defense and prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or control of a Asserted Liability and shall pay the fees and expenses of counsel retained by the Indemnified Party hereunder if (x) such Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (y) such Asserted Liability seeks injunctive or other equitable relief against the Indemnified Party, provided that, in any such case, the party against which the Asserted Liability is asserted hereunder shall have the right to retain its own counsel (but the fees and expenses of such counsel shall be at the expense of such party) and participate in the defense of otherwise pursue such Asserted Liability, and the Indemnified Party shall not be liable for in whole or in part; provided, however, that in taking any settlement of action with respect to such Asserted Liability without its written consent (which consent Liability, it shall not be unreasonably withheld)act reasonably and in good faith.

Indemnification Procedures and Limitations. (a) In the event that any Action action, suit, claim or proceeding is commenced by a third party involving a claim for which a party required to provide indemnification hereunder (an “Indemnifying Party”) may be liable to a party entitled to indemnification (an “Indemnified Party”) hereunder (an a “Asserted LiabilityThird Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability Third Party Claim indicating the nature of such claim and the basis therefore (the “Claim Notice”); provided, however, that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder, hereunder except to the extent that the Indemnifying Party is adversely prejudiced by such delay. Any Claim Notice shall set forth, with as much specificity as is reasonably practicableThereafter, the basis of Indemnified Party shall deliver to the claim for Indemnifying Party, promptly following the Losses, the section(s) of this Agreement that form the basis for such claimIndemnified Party’s receipt thereof, copies of all material written materials relating to such claim and, to the extent reasonably practicable, a reasonable estimate of the amount of the Losses that have been or may be incurred notices and documents (including court papers) received by the Indemnified PartyParty relating to the Third-Party Claim. The Indemnifying PartySubject to the provisions related to the settlement of Third-Party Claims set forth in Section 9.4(b), upon giving written notice to such Indemnified Party, will be entitled to assume the defense of such Asserted Liability, in whole or in part, at its own cost, with counsel of its own choosing and, in such an event, (i) the Indemnifying Party will be entitled have the right to prosecute, appealdefend against, negotiate, resolve, settle, compromise, arbitrate settle or otherwise pursue such Asserted Liability deal with any Third-Party Claim and (ii) to select counsel of its choice. If the Indemnifying Party shall have no obligation does not, within 30 days from its receipt of the Claim Notice (the “Notice Period”), elect to indemnify undertake to defend against, negotiate, settle or pay for or reimburse otherwise deal with any Indemnified Third Party for any attorneys’ feesClaim, investigation costs or litigation expenses incurred by the Indemnified Party after the assumption of the defense of such Asserted Liability; providedmay, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise, resolve or consent subject to the entry of any judgment in respect of any Asserted Liability if any Indemnified Party is a party provisions related to the applicable claim settlement of Third-Party Claims set forth in Section 9.4(b), defend against, negotiate, settle or has been actually threatened to be made a party thereto unless otherwise deal with such settlement, compromise, resolution or consent includes an unconditional release of such Indemnified Third Party from all liability arising out of such Asserted Liability and provides solely for monetary relief to be satisfied by the Indemnifying PartyClaim. If the Indemnifying Party undertakes to defend against such Asserted LiabilityThird Party Claim, (i) the Indemnifying Party shall not be liable to the Indemnified Party shall: (i) fully cooperate for any legal fees or expenses incurred by the Indemnified Party in connection with the Indemnifying such Third Party and its counsel in the investigation, defense and settlement thereof Claim and (ii) have the rightIndemnified Party may participate and retain counsel, at its own cost and expense, to participate in the defense of any Asserted Liability with counsel selected by such Third Party Claim (it (being understood and reasonably satisfactory to the Indemnifying Party) subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, agreed that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall control such defense); provided, however, the Indemnified Party will be liable for entitled to participate in any such defense with separate counsel the reasonable fees and expenses of counsel which the Indemnifying Party shall bear if, but only if, (A) so requested by the Indemnifying Party to participate or (B) a conflict of interest exists between the Indemnified Party and the Indemnifying Party that would make it inappropriate in each jurisdiction the reasonable judgment of such Indemnified Party (upon and in conformity with the advice of counsel) for which the same counsel to represent both the Indemnified Party determines counsel is required. Notwithstanding and the foregoingIndemnifying Party; provided, the Indemnified Party shall have the right to controlfurther, pay or settle any Asserted Liability that the Indemnifying Party shall have undertaken to defend, so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. The Indemnifying Party shall will not be liable for any settlement of any Asserted Liability by an Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, upon notice required to the Indemnifying Party by the Indemnified Party, the Indemnifying Party shall not be entitled to assume the defense or control of a Asserted Liability and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party hereunder if more than one (x1) such Asserted Liability relates to or arises counsel for all Indemnified Parties in connection with any criminal proceeding, action, indictment, allegation or investigation, or (y) such Asserted Liability seeks injunctive or other equitable relief against the Indemnified Party, provided that, in any such case, the party against which the Asserted Liability is asserted hereunder shall have the right to retain its own counsel (but the fees and expenses of such counsel shall be at the expense of such party) and participate in the defense of such Asserted Liability, and the Indemnified Third-Party shall not be liable for any settlement of such Asserted Liability without its written consent (which consent shall not be unreasonably withheld)Claim.

Indemnification Procedures and Limitations. (a) In the event that any Action action, suit, claim or proceeding is commenced by a third party involving a claim for which a party required to provide indemnification hereunder (an “Indemnifying Party”) may be liable to a party entitled to indemnification (an “Indemnified Party”) hereunder (an a “Asserted LiabilityThird Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability Third Party Claim indicating the nature of such claim and the basis therefore (the “Claim Notice”); provided, however, that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder, hereunder except to the extent that the Indemnifying Party is adversely prejudiced by such delay. Any Claim Notice shall set forth, with as much specificity as is reasonably practicableThereafter, the basis of Indemnified Party shall deliver to the claim for Indemnifying Party, promptly following the Losses, the section(s) of this Agreement that form the basis for such claimIndemnified Party’s receipt thereof, copies of all material written materials relating to such claim and, to the extent reasonably practicable, a reasonable estimate of the amount of the Losses that have been or may be incurred notices and documents (including court papers) received by the Indemnified PartyParty relating to the Third-Party Claim. The Indemnifying PartySubject to the provisions related to the settlement of Third-Party Claims set forth in Section 9.4(b), upon giving written notice to such Indemnified Party, will be entitled to assume the defense of such Asserted Liability, in whole or in part, at its own cost, with counsel of its own choosing and, in such an event, (i) the Indemnifying Party will be entitled have the right to prosecute, appealdefend against, negotiate, resolve, settle, compromise, arbitrate settle or otherwise pursue such Asserted Liability deal with any Third-Party Claim and (ii) to select counsel of its choice. If the Indemnifying Party shall have no obligation does not, within 30 days from its receipt of the Claim Notice (the “Notice Period”), elect to indemnify undertake to defend against, negotiate, settle or pay for or reimburse otherwise deal with any Indemnified Third Party for any attorneys’ feesClaim, investigation costs or litigation expenses incurred by the Indemnified Party after the assumption of the defense of such Asserted Liability; providedmay, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise, resolve or consent subject to the entry of any judgment in respect of any Asserted Liability if any Indemnified Party is a party provisions related to the applicable claim settlement of Third-Party Claims set forth in Section 9.4(b), defend against, negotiate, settle or has been actually threatened to be made a party thereto unless otherwise deal with such settlement, compromise, resolution or consent includes an unconditional release of such Indemnified Third Party from all liability arising out of such Asserted Liability and provides solely for monetary relief to be satisfied by the Indemnifying PartyClaim. If the Indemnifying Party undertakes to defend against such Asserted LiabilityThird Party Claim, (i) the Indemnifying Party shall not be liable to the Indemnified Party shall: (i) fully cooperate for any legal fees or expenses incurred by the Indemnified Party in connection with the Indemnifying such Third Party and its counsel in the investigation, defense and settlement thereof Claim and (ii) have the rightIndemnified Party may participate and retain counsel, at its own cost and expense, to participate in the defense of any Asserted Liability with counsel selected by such Third Party Claim (it (being understood and reasonably satisfactory to the Indemnifying Party) subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, agreed that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall control such defense); provided, however, the Indemnified Party will be liable for entitled to participate in any such defense with separate counsel the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. Notwithstanding the foregoing, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability that the Indemnifying Party shall have undertaken to defendbear if, so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any Asserted Liability by an Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, upon notice to the Indemnifying Party by the Indemnified Party, the Indemnifying Party shall not be entitled to assume the defense or control of a Asserted Liability and shall pay the fees and expenses of counsel retained by the Indemnified Party hereunder if (x) such Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (y) such Asserted Liability seeks injunctive or other equitable relief against the Indemnified Party, provided that, in any such case, the party against which the Asserted Liability is asserted hereunder shall have the right to retain its own counsel (but the fees and expenses of such counsel shall be at the expense of such party) and participate in the defense of such Asserted Liability, and the Indemnified Party shall not be liable for any settlement of such Asserted Liability without its written consent (which consent shall not be unreasonably withheld).only if,