Common use of Indemnification Procedures and Survival Clause in Contracts

Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Indemnification Section, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Indemnification Section are expressly conditioned upon the indemnified party’s compliance with this Indemnification Section except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Indemnification Section but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Indemnification Section shall survive termination of this Agreement for one year.

Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Indemnification SectionSection 12, the indemnified party shall: (ia) promptly notify the indemnifying party in writing of such Claim; (iib) allow the indemnifying party to have sole control of its defense and settlementsettlement (subject to the consent of the indemnified party, not to be unreasonably withheld); and (iiic) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Indemnification Section 12 are expressly conditioned upon the indemnified party’s compliance with this Indemnification Section 12.4 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Indemnification Section 12 but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Indemnification Section 12 shall survive termination of this Agreement for one yearAgreement.

Indemnification Procedures and Survival. In the event a party becomes aware of a potential indemnity obligation under this Indemnification SectionClaim for which the other party may have an indemnification obligation, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; provided, however, that the indemnifying party shall not enter into any settlement or compromise of any such Claim that imposes any liability or obligation on the indemnified party without the indemnified party’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The A party’s indemnification obligations under this Indemnification Section are expressly conditioned upon the indemnified party’s compliance with this Indemnification Section 12.3, except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Indemnification Section obligations, but such Claim obligations shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Indemnification Section shall survive termination of this Agreement for one year.