Common use of Indemnitor Rights Clause in Contracts

Indemnitor Rights. If Customer is obligated to provide indemnification pursuant to this Article 9 or PanAmSat undertakes to indemnify Customer under Section 7.7, the indemnifying party (the "Indemnitor") shall promptly defend any claims against the party entitled to indemnification (the "Indemnitee") with counsel of Indemnitor's choosing at its own cost and expense. The Indemnitee shall allow the Indemnitor to control the defense and cooperate with, and assist as reasonably requested by, Indemnitor in the defense of any such claim, including the settlement thereof on a basis stipulated by Indemnitor (with Indemnitor being responsible for all costs and expenses of defending such claim or making such settlement); provided, however, that (1) Indemnitor will not, without the Indemnitee's consent, settle or compromise any claim or consent to any entry of judgment which does not include the giving by the claimant or the plaintiff to the Indemnitee of an unconditional release from all liability for which the Indemnitor does not fully indemnify the Indemnitee with respect to such claim, (2) the Indemnitee shall be entitled to participate at its sole expense in support of Indemnitor's action in the defense of any such claim and to employ counsel at the Indemnitee's own expense to assist in the handling of such claim, and (3) the Indemnitee shall have the right to pay, settle or compromise any such claim as to itself, provided that in such event Indemnitor shall be relieved of any liability or obligation which would otherwise then or thereafter have existed or arisen in respect of such claim.

Indemnitor Rights. If Customer Buyer is obligated to provide indemnification pursuant to this Article 9 or Section 3.5(a) or PanAmSat undertakes to indemnify Customer Buyer under Section 7.77.7 or is obligated to provide indemnification pursuant to Section 3.5(b), the indemnifying party (the "Indemnitor") shall promptly defend any claims against the party entitled to indemnification (the "Indemnitee") with counsel of Indemnitor's choosing at its own cost and expense. The Indemnitee shall allow the Indemnitor to control the defense and cooperate with, and assist as reasonably requested by, Indemnitor in the defense of any such claim, including the settlement thereof on a basis stipulated by Indemnitor (with Indemnitor being responsible for all costs and expenses of defending such claim or making such settlement); provided, however, that except with respect to Buyer Indemnified Taxes imposed by way of withholding at its source (1) Indemnitor will not, without the Indemnitee's consent, settle or compromise any claim or consent to any entry of judgment which does not include the giving by the claimant or the plaintiff to the Indemnitee of an unconditional release from all liability for which the Indemnitor does not fully indemnify the Indemnitee with respect to such claimclaim (provided, (2) the Indemnitee shall be entitled however, that with respect to participate at its sole expense in support Buyer Indemnified Taxes imposed by way of Indemnitor's action in the defense of any such claim and to employ counsel withholding at the Indemnitee's own expense to assist in the handling of such claimsource, and (3) the Indemnitee Indemnitor shall have the right to pay, settle or compromise any such claim as to itself, provided that acknowledged in such event Indemnitor shall be relieved of any liability or obligation which would otherwise then or thereafter have existed or arisen in respect of such claim.writing its

Indemnitor Rights. If Customer is obligated to provide indemnification pursuant to this Article 9 or PanAmSat undertakes to indemnify Customer under Section 7.7, the indemnifying party (the "Indemnitor") shall promptly defend any claims against the party entitled to indemnification (the "Indemnitee") with counsel of Indemnitor's choosing at its own cost and expense. The Indemnitee shall allow the Indemnitor to control the defense and cooperate with, and assist as reasonably requested by, Indemnitor in the defense of any such claim, including the settlement thereof on a basis stipulated by Indemnitor (with Indemnitor being responsible for all costs and expenses of defending such claim or making such settlement); provided, however, that (1) Indemnitor will not, without the Indemnitee's consent, settle or compromise any claim or consent to any entry of judgment which does not include the giving by the claimant or the plaintiff to the Indemnitee of an unconditional release from all liability for which the Indemnitor does not fully indemnify the Indemnitee with respect to such claim, (2) the Indemnitee shall be entitled to participate at its sole expense in support of Indemnitor's action in the defense of any such claim and to employ counsel at the Indemnitee's own expense to assist in the handling of such claim, and (3) the Indemnitee shall have the right to pay, settle or compromise any such claim as to itself, provided that in such event Indemnitor shall be relieved of any liability or 44 obligation which would otherwise then or thereafter have existed or arisen in respect of such claim.

Indemnitor Rights. If Customer is obligated to provide indemnification pursuant to this Article 9 any of Sections 3.4, 9.3, 12.2, 12.3, or PanAmSat undertakes 12.4 or Intelsat is obligated to indemnify Customer under Section 7.7provide indemnification pursuant to any of Sections 7.6, 9.3 or 9.5, the indemnifying party (the "Indemnitor"”) shall promptly defend any claims against the party entitled to indemnification (the "Indemnitee"”) with counsel of Indemnitor's ’s choosing at its own cost and expense. The Indemnitee shall allow the Indemnitor to control the defense and cooperate with, and assist as reasonably requested by, Indemnitor in the defense of any such claim, including the settlement thereof on a basis stipulated by Indemnitor (with Indemnitor being responsible for all costs and expenses of defending such claim or making such settlement); provided. Except with respect to Customer Indemnified Taxes imposed by way of withholding at its source, however, that (1) Indemnitor will not, without the Indemnitee's ’s consent, settle or compromise any claim or consent to any entry of judgment which (i) does not include the giving by the claimant or the plaintiff to the Indemnitee of an unconditional release from all liability for which the Indemnitor does not fully indemnify the Indemnitee with respect to such claimclaim (provided, however, that with respect to Customer Indemnified Taxes imposed by way of withholding at the source, Indemnitor shall have acknowledged in writing its obligation to pay Additional Amounts, with respect thereto to Indemnitee prior to such settlement, compromise or consent), or (2ii) would have a material adverse effect on the Indemnitee or require it to alter its operations in any materially adverse respect. The Indemnitee shall be entitled to participate at its sole expense in support of Indemnitor's ’s action in the defense of any such claim and to employ counsel at the Indemnitee's ’s own expense to assist in the handling of such claim, and (3) the . The Indemnitee shall have the right to pay, settle or compromise any such claim as to itself, provided that in such event Indemnitor shall be relieved of any liability or obligation which would otherwise then or thereafter have existed or arisen in respect of such claim.