Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. A Party seeking indemnification for a Third Party Claim under Section 14.1 or Section 14.2 will give the Indemnitor written notice of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claim.

Indemnity Procedures. A Party seeking In the event that either party intends to seek indemnification for a any Third Party Claim under Section 14.1 14.1.1 or Section 14.2 will give 14.1.2, such party (the Indemnitor written notice “Indemnified Party”) shall inform the other party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 14 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect .The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of any such the Third Party Claim, provided that nothing in this Section 14.1.3 shall permit the Indemnifying Party to make any admission on behalf of the Indemnified Party, or to settle any claim or litigation which would impose any financial obligations on the Indemnified Party, or prejudice or limit rights that would otherwise be available to such Indemnified Party, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed.

Indemnity Procedures. A Party seeking indemnification for a under clause 10.1 or clause 10.2 (the ‘Indemnified Party’) will give the other Party (the ‘Indemnitor’) written notice of any Third Party Claim under Section 14.1 or Section 14.2 will give for which the Indemnitor written notice of the Third Indemnified Party Claim promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons)seeks indemnification promptly; provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnityIndemnified Party, which election will be effective immediately upon receipt by the Indemnified Party seeking indemnity of such written notice of election. The Indemnitor will have the right to employ counsel selected by reasonably acceptable to the Indemnified Party seeking indemnity to defend any such Third Party Claim and/or Claim, or to compromise, settle or otherwise dispose of the same, if Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of all of the Indemnified Party seeking indemnity (and all of its other Indemnified Partiesaffiliates and its and their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of StrykerIndemnified Party. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claim.

Indemnity Procedures. A Party seeking indemnification for a Third Party Claim under Section 14.1 or Section 14.2 12.1 will give the Indemnitor written notice of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will have the right to employ counsel selected by reasonably acceptable to the Party seeking indemnity to defend any such Third Party Claim and/or Claim, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claim.

Indemnity Procedures. A Party seeking indemnification for a Third Third-Party Claim under Section 14.1 or Section 14.2 will this Article 9 shall give the Indemnitor written notice of the Third Third-Party Claim promptly (and in any event within no later than fifteen (15) calendar days after the service of the citation or summons); provided, however, that the . The failure to give timely notice hereunder as set forth in the immediately preceding sentence will not affect rights to indemnification hereunderunder this Agreement, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Third-Party Claim by giving written notice to the Party seeking indemnity, which ; such election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will have the right to employ counsel selected by reasonably acceptable to the Party seeking indemnity to defend any such Third Third-Party Claim and/or Claim, or to compromise, settle settle, or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided’s expense, however, except that the Indemnitor will must not settle, or consent to any entry of judgment in, any such Third Third-Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Third-Party Claim or (ii) the prior, prior written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Third-Party Claim.

Indemnity Procedures. A If any Indemnified Party seeking seeks indemnification of facts which give rise to obligations to indemnify pursuant to Sections 10.1 or 10.2, as applicable (“Event Subject to Indemnification”), the Indemnified Party shall promptly notify the other responsible party for indemnification (the “Indemnifying Party”) of any claim for which indemnification may be payable, specifying in detail the nature of the claim and the amount of the related Loss or an estimate thereof when determinable and attaching all relevant documentation relating thereto, including a Third copy of the notice document received by any third-parties in case of a Third-Party Claim under Section 14.1 or Section 14.2 will (the “Indemnification Notice”). In any case the Indemnification Notice shall be sent within the earlier of (i) 15 (fifteen) Business Days from the date on which the Indemnified Party became aware of such claim and/or condition which could give the Indemnitor written notice rise to a Loss or; (ii) in case of a Third-Party Claim, one third (1/3) of the Third term available for presenting defense. Failure by the Indemnified Party Claim promptly (and to notify the Indemnifying Party within the periods set forth in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure to give timely notice hereunder this Section 10.4 will not affect rights release the Indemnifying Party from its obligation to indemnification hereunderindemnify the Indemnified Party for the Losses related to such Claim, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect the Indemnifying Party is objectively prejudiced thereby or is not able to direct file the proper defense or settlement of any such Third to a Third-Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose as a result of the same, all at the expense lack of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claimtime.

Indemnity Procedures. A If a Party seeking intends to seek indemnification for a any Third Party Claim under ATOS Section 14.1 10.1 or ATOS Section 14.2 10.2, such Party (the “Indemnified Party”) will give inform the Indemnitor written notice other Party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that any failure to provide such notice will not relieve the Indemnifying Party of its obligations under this ATOS Section 10 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will permit the Indemnifying Party to direct and control the defense and settlement of such Third Party Claim and will provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of the Third Party Claim; provided, however, that the failure to give timely notice hereunder Indemnifying Party will not affect rights make any admission on behalf of the Indemnified Party, or to indemnification hereunder, except to the extent settle any claim or litigation which would impose any financial obligations (that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt are not themselves indemnified by the Indemnifying Party) on the Indemnified Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by without the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, prior written consent of the Party seeking indemnityIndemnified Party, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available consent not to each other any books be unreasonably withheld or records useful for the defense of any such Third Party Claimdelayed.