Common use of Indemnification Proceedings Clause in Contracts

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 (the "indemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. shall be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. in the defense of any such claim or litigation, shall. except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 8 (the "indemnified party"“Indemnified Party”) ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 8 (the "indemnifying party"“Indemnifying Party”) promptly after such ------------------ indemnified party Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying partyIndemnifying Party, who shall conduct the defense of such claim or litigation. , shall be acceptable to the indemnified partyIndemnified Party, and the indemnified party Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any indemnified party Indemnified Party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 3.6 8 except to the extent that the failure results in a failure of actual notice to the indemnifying party Indemnifying Party and such indemnifying party Indemnifying Party is damaged solely as a result of the failure to give notice. No indemnifying party. Indemnifying Party, in the defense of any such claim or litigation, shall. , except with the consent of each indemnified partyIndemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 7.8 (the "indemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 7.8 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 7.8 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 7.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 13 (the "indemnified partyIndemnified Party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 13 (the "indemnifying partyIndemnifying Party") promptly after such ------------------ indemnified party Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying partyIndemnifying Party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified partyIndemnified Party, and the indemnified party Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party Indemnified Party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 3.6 13 except to the extent that the failure results in a failure of actual notice to the indemnifying party Indemnifying Party and such indemnifying party Indemnifying Party is damaged solely as a result of the failure to give notice. No indemnifying party. Indemnifying Party, in the defense of any such claim or litigation, shall. , except with the consent of each indemnified partyIndemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 6 (the "indemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 6 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- PROVIDED that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 6 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses expense, loss, damage, or liability is incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 6 (the "indemnified partyIndemnified Party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 6 (the "indemnifying partyIndemnifying Party") promptly after such ------------------ indemnified party Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- PROVIDED that counsel for the indemnifying partyIndemnifying Party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified partyIndemnified Party, and the indemnified party Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any indemnified party Indemnified Party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 3.6 6 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party Indemnifying Party is damaged solely as a result of the failure to give notice. No indemnifying party. Indemnifying Party, in the defense of any such claim or litigation, shall. , except with the consent of each indemnified partyIndemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses expense, loss, damage, or liability is incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 9.8 (the "indemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 9.8 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 9.8 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 9.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 7.9 (the "“indemnified party"”) ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 7.9 (the "“indemnifying party"”) promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 7.9 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 7.9 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 6 (the "indemnified partyIndemnified Party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 6 (the "indemnifying partyIndemnifying Party") promptly after such ------------------ indemnified party Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefromthere from; provided -------- PROVIDED that counsel for the indemnifying partyIndemnifying Party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified partyIndemnified Party, and the indemnified party Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any indemnified party Indemnified Party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 3.6 6 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party Indemnifying Party is damaged solely as a result of the failure to give notice. No indemnifying party. Indemnifying Party, in the defense of any such claim or litigation, shall. , except with the consent of each indemnified partyIndemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses expense, loss, damage, or liability is incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 3.8 (the "indemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) 3.8.3. shall not relieve the indemnifying party of its obligations under this Section 3.6 3.8 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 3.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. 3.9.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 4.7 (the "indemnified partyIndemnified Party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 4.7 (the "indemnifying partyIndemnifying Party") promptly after such ------------------ indemnified party Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying partyIndemnifying Party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified partyIndemnified Party, and the indemnified party Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party Indemnified Party to give notice as -------- ------- provided in this paragraph (cd) shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 3.6 4.7 except to the extent that the failure results in a failure of actual notice to the indemnifying party Indemnifying Party and such indemnifying party Indemnifying Party is damaged solely as a result of the failure to give notice. No indemnifying party. Indemnifying Party, in the defense of any such claim or litigation, shall. , except with the consent of each indemnified partyIndemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 4.7 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- --------------------------- indemnification pursuant to this Section 3.6 4(c) (the "indemnified party") ----------------- shall ------------------- give notice to the party required to provide indemnification pursuant to this Section 3.8 4(c) (the "indemnifying party") promptly after such ------------------ indemnified party -------------------- acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the -------- indemnifying party, who shall conduct the defense of such claim or litigation. , shall be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that ----------------- the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (ciii) shall not relieve the indemnifying party of its obligations under this Section 3.6 4 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 4(c) shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 9 (the "indemnified party") ----------------- shall give notice to the party required required, to provide indemnification pursuant to this Section 3.8 9 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be reasonably acceptable to the indemnified party, and the indemnified party may participate in such defense at such the indemnified party's expense; and provided, further, further that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 9, except to the extent that the failure results in a failure of actual notice to the indemnifying party and is materially prejudiced by such indemnifying party is damaged solely as a result of the failure to give noticefailure. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. The reimbursement required by this Section 3.6 9 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 7 (the "indemnified party") ----------------- shall will give notice to the party required to provide indemnification pursuant to this Section 3.8 7 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall will permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall will conduct the defense of such claim or litigation. shall , must be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall will not relieve the any indemnifying party of its obligations under this Section 3.6 7 except if and to the extent that the such failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged actually prejudiced solely as a result of the such failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. will, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 shall 7 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred, and may be conditioned upon an undertaking by the indemnified party to reimburse the indemnifying party in the event the indemnified party is finally determined by a court of competent jurisdiction not to be entitled to indemnification.

Indemnification Proceedings. Each party entitled to --------------- ----------- indemnification pursuant to this Section 3.6 2.06 (the "indemnified party") ----------------- shall give notice to the party required to provide indemnification pursuant to this Section 3.8 2.06 (the "indemnifying party") promptly after such ------------------ indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided -------- that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation. , shall be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as -------- ------- provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 3.6 2.06 except to the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give notice. No indemnifying party. , in the defense of any such claim or litigation, shall. , except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 3.6 2.06 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.