Common use of Indemnity Procedure Clause in Contracts

Indemnity Procedure. If any claim is brought against a Party or any of its Affiliates entitled to the benefit of an indemnity set out in this Agreement (the “Indemnitee”) by any Third Party which is likely to result in a claim by the Indemnitee against the Party who has given an indemnity under this Agreement (the “Indemnifier”), the Indemnitee shall: (a) give notice of such Third Party claim to the Indemnifier without undue delay; the notice shall describe such claim in reasonable detail including a reasonable explanation of the basis and amounts of the claims; (b) keep the Indemnifier promptly and fully informed as to the progress of any such claim and shall ensure that the Indemnifier is promptly sent copies of all relevant communications; (c) to the extent possible take all reasonable steps so as to recover or minimise or resolve such liability or dispute and, upon request by the Indemnifier, permit the Indemnifier to take conduct of such proceedings as the Indemnifier considers appropriate, acting reasonably at all times and with due consideration of the interest of the Indemnitee; (d) cooperate with all reasonable requests of the Indemnifier in relation to such claim; and (e) not, and shall procure that none of its Affiliates shall, accept, pay, settle or compromise any such claim without the prior written consent of the Indemnifier.