Common use of Indemnified Claims Clause in Contracts

Indemnified Claims. In the event of a claim, suit, action, or proceeding, the Party claiming indemnification pursuant to this Section 7 (the “Indemnified Party”) will give the other Party (the “Indemnifying Party”) prompt notice of the claim, suit, action, or proceeding, will reasonably cooperate with the defence of such claim, suit, action, or proceeding at the Indemnifying Party’s expense, and participate in the defence of any such claim at the Indemnifying Party’s expense. The Indemnifying Party shall: (i) pay all the Indemnified Party’s reasonable costs of defence as they come due; (ii) retain separate, reasonably acceptable legal counsel if the Indemnifying Party asserts or reserves the right to later assert claims against the Indemnified Party in connection with the indemnified claims; (iii) have the right to compromise and settle or defend and pay any judgment arising out of indemnified claims, provided it can demonstrate to the Indemnified Party’s reasonable satisfaction that it has resources sufficient to pay any settlement or judgment; and (iv) will promptly pay any settlement or final judgment entered against the Indemnified Party in connection with any indemnified claim.

Indemnified Claims. In the event of a claim, suit, action, or proceeding, the Party claiming indemnification pursuant to this Section 7 6 (the “Indemnified Party”) will give the other Party (the “Indemnifying Party”) prompt notice of the claim, suit, action, or proceeding, will reasonably cooperate with the defence of such claim, suit, action, or proceeding at the Indemnifying Party’s expense, and participate in the defence of any such claim at the Indemnifying Party’s expense. The Indemnifying Party shall: (i) pay all the Indemnified Party’s reasonable costs of defence as they come due; (ii) retain separate, reasonably acceptable legal counsel if the Indemnifying Party asserts or reserves the right to later assert claims against the Indemnified Party in connection with the indemnified claims; (iii) have the right to compromise and settle or defend and pay any judgment arising out of indemnified claims, provided it can demonstrate to the Indemnified Party’s reasonable satisfaction that it has resources sufficient to pay any settlement or judgment; and (iv) will promptly pay any settlement or final judgment entered against the Indemnified Party in connection with any indemnified claim.

Indemnified Claims. In the event of a claim, suit, action, or proceeding, the Party claiming indemnification pursuant to this Section 7 Licensee (the “Indemnified Party”) will give the other Party Licensor (the “Indemnifying Party”) prompt notice of the claim, suit, action, or proceeding, will reasonably cooperate with the defence of such claim, suit, action, or proceeding at the Indemnifying Party’s expense, and participate in the defence of any such claim at the Indemnifying Party’s expense. The Indemnifying Party shall: (i) pay all the Indemnified Party’s reasonable costs of defence as they come due; (ii) retain separate, reasonably acceptable legal counsel if the Indemnifying Party asserts or reserves the right to later assert claims against the Indemnified Party in connection with the indemnified claims; (iii) have the right to compromise and settle or defend and pay any judgment arising out of indemnified claims, provided it can demonstrate to the Indemnified Party’s reasonable satisfaction that it has resources sufficient to pay any settlement or judgment; and (iv) will promptly pay any settlement or final judgment entered against the Indemnified Party in connection with any indemnified claim.