Common use of Indemnification Procedures; Defense of Third Party Claims Clause in Contracts

Indemnification Procedures; Defense of Third Party Claims. Promptly after receipt by an Indemnitee under Sections 8.2 or 8.4 of notice of any Third Party Claim or the commencement of any Proceeding against it, such Indemnitee will, if such claim is to be made against an Indemnitee under such Section, give a Claim Notice to the indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying Party will not relieve the indemnifying Party of any liability that it may have to any Indemnitee (except to the extent that such failure prejudices the defense of such claim or Proceeding). The indemnifying Party shall have the right, at its election and by written notice to the Indemnitee within thirty (30) days after it receives a Claim Notice to conduct and control the defense of such claim or Proceeding. If the indemnifying Party makes such election, then the following shall occur:

Indemnification Procedures; Defense of Third Party Claims. Promptly after receipt by an Indemnitee under Sections 8.2 Section 4.2 or 8.4 4.4 of notice of any Third Party Claim or the commencement of any Proceeding against it, such Indemnitee will, if such claim is to be made against an Indemnitee under such Section, give a Claim Notice to the indemnifying Party party of the commencement of such claim, but the failure to notify the indemnifying Party party will not relieve the indemnifying Party party of any liability that it may have to any Indemnitee (except to the extent that such failure materially prejudices the defense of such claim or Proceeding). The indemnifying Party party shall have the right, at its election and by written notice to the Indemnitee within thirty (30) days [*] after it receives a Claim Notice to conduct and control the defense of such claim or Proceeding. If the indemnifying Party party makes such election, then the following shall occur: