Common use of Indemnified Party’s Obligations Clause in Contracts

Indemnified Party’s Obligations. The party claiming indemnification under this Section 19 agrees that its indemnification by the other party is subject to compliance with this Section 19(e). The party claiming indemnification agrees to promptly provide Notice to the other party in a time frame that does not prejudice the rights of such other party (and, in the case of any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding, shall so notify no later than fifteen (15) days after the party claiming indemnification has received Notice thereof or has been served with a complaint or other process) when it has knowledge of circumstances or the occurrence of any events which are likely to result in an indemnification obligation under this Agreement or when any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding is pending or threatened that is covered by this Section 19; and further agrees that, upon request and to the extent permitted by applicable law, the other party shall have the sole right to control, defend, settle, and negotiate any such suit or proceeding, at such other party’s expense, provided that: (i) such other party demonstrates to the satisfaction of the party claiming indemnification that it is financially able to defend such action and to pay any settlement or judgment; and (ii) counsel retained by such other party are reasonably satisfactory to the party claiming indemnification. The party claiming indemnification agrees to cooperate with the other party in the defense of any such suit or proceeding, and the other party agrees to reimburse the party claiming indemnification for its expenses with respect thereto. Failure by the party claiming indemnification to promptly notify the other party as required by this Section 19(e) shall not invalidate the claim for indemnification, unless such failure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the party claiming indemnification shall be responsible for any Claims or Losses that could have been avoided or mitigated by prompt Notice as required by this Section 19(e). The indemnifying party’s obligations as set out in this Section 19(e) are limited by and to the extent they are a result of the party requesting indemnification’s gross negligence or willful misconduct.

Indemnified Party’s Obligations. The party claiming indemnification under this Section 19 20 agrees that its indemnification by the other party is subject to compliance with this Section 19(e20(e). The party claiming indemnification agrees to promptly provide Notice notice to the other party in a time frame that does not prejudice the rights of such other party (and, in the case of any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding, shall so notify no later than fifteen (15) days after the party claiming indemnification has received Notice notice thereof or has been served with a complaint or other process) when it has knowledge of circumstances or the occurrence of any events which are likely to result in an indemnification obligation under this Agreement or when any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding is pending or threatened that is covered by this Section 19; and further agrees that, upon request and to the extent permitted by applicable law, the other party shall have the sole right to control, defend, settle, and negotiate any such suit or proceeding, at such other party’s expense, provided that: (i) such other party demonstrates to the satisfaction of the party claiming indemnification that it is financially able to defend such action and to pay any settlement or judgment; and (ii) counsel retained by such other party are reasonably satisfactory to the party claiming indemnification. The party claiming indemnification agrees to cooperate with the other party in the defense of any such suit or proceeding, and the other party agrees to reimburse the party claiming indemnification for its expenses with respect thereto. Failure by the party claiming indemnification to promptly notify the other party as required by this Section 19(e20(e) shall not invalidate the claim for indemnification, unless such failure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the party claiming indemnification shall be responsible for any Claims or Losses that could have been avoided or mitigated by prompt Notice notice as required by this Section 19(e20(e). The indemnifying party’s obligations as set out in this Section 19(e20(e) are limited by and to the extent they are a result of the party requesting indemnification’s gross negligence or willful misconduct.

Indemnified Party’s Obligations. The party claiming indemnification under this Section 19 1920 agrees that its indemnification by the other party is subject to compliance with this Section 19(e1920(e). The party claiming indemnification agrees to promptly provide Notice Noticenotice to the other party in a time frame that does not prejudice the rights of such other party (and, in the case of any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding, shall so notify no later than fifteen (15) days after the party claiming indemnification has received Notice Noticenotice thereof or has been served with a complaint or other process) when it has knowledge of circumstances or the occurrence of any events which are likely to result in an indemnification obligation under this Agreement or when any action, suit, arbitration, mediation, judicial or administrative proceeding, or any other proceeding is pending or threatened that is covered by this Section 19; and further agrees that, upon request and to the extent permitted by applicable law, the other party shall have the sole right to control, defend, settle, and negotiate any such suit or proceeding, at such other party’s expense, provided that: (i) such other party demonstrates to the satisfaction of the party claiming indemnification that it is financially able to defend such action and to pay any settlement or judgment; and (ii) counsel retained by such other party are reasonably satisfactory to the party claiming indemnification. The party claiming indemnification agrees to cooperate with the other party in the defense of any such suit or proceeding, and the other party agrees to reimburse the party claiming indemnification for its expenses with respect thereto. Failure by the party claiming indemnification to promptly notify the other party as required by this Section 19(e1920(e) shall not invalidate the claim for indemnification, unless such failure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the party claiming indemnification shall be responsible for any Claims or Losses that could have been avoided or mitigated by prompt Notice Noticenotice as required by this Section 19(e1920(e). The indemnifying party’s obligations as set out in this Section 19(e1920(e) are limited by and to the extent they are a result of the party requesting indemnification’s gross negligence or willful misconduct.