Indemnity Proceedings Clause Samples
The Indemnity Proceedings clause outlines the procedures and requirements for initiating and managing claims for indemnification under a contract. It typically specifies how a party seeking indemnity must notify the other party of a claim, the information that must be provided, and the steps both parties must follow during the resolution of the claim, such as cooperation in defense or settlement discussions. This clause ensures that both parties understand their obligations and rights in the event of a third-party claim, thereby promoting efficient resolution and minimizing disputes over indemnification processes.
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Indemnity Proceedings. (a) Any Indemnitee seeking indemnification under this Agreement (the “Indemnified Party”) shall forthwith notify the other Party (“Indemnitor”) of such matter in writing. If a claim by a third party is made against an Indemnitee, and if the Indemnitee intends to seek indemnity with respect thereto under this Agreement, the Indemnitee shall promptly (and in any case within thirty (30) days of such claim being made) notify the Indemnitor of such with reasonable particulars. The Indemnitor shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of their own choosing (reasonably acceptable to Indemnitee) and at their own expense, the settlement or defense thereof, and the Indemnitee shall cooperate with them in connection therewith, except that with respect to settlements entered into by the Indemnitor (i) the consent of the Indemnitee shall be required if the settlement provides for equitable relief against the Indemnitee, which consent shall not be unreasonably withheld or delayed; and (ii) the Indemnitor shall obtain the release of the Indemnitee. If the Indemnitor undertakes, conducts and controls the settlement or defense of such claim (i) they shall permit the Indemnitee to participate in such settlement or defense through counsel chosen by the Indemnitee, provided that the fees and expenses of such counsel shall be borne by the Indemnitee; and (ii) they shall promptly reimburse the Indemnitee for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnitee. The Indemnitee shall not pay or settle any claim so long as the Indemnitor is reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the Indemnitee shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor.
(b) With respect to third party claims, if the Indemnitor does not notify the Indemnitee within thirty (30) days after the receipt of the Indemnitee’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnitee shall have the right, but not the obligation, to contest, settle or compromise the claim in the exercise of its reasonable judgement using counsel of its choice at the expense of the Indemnitor.
(c) In the event of any claim by a third ...
Indemnity Proceedings. If any action or proceeding covered by the foregoing clauses is commenced by a third party against a party entitled to indemnification under this Section 9 (an “Indemnitee”), the Indemnitee shall give the Indemnitor(s) prompt written notice of such proceeding and copies of all pleadings filed relating thereto within twenty (20) days after the Indemnitee’s receipt thereof.
Indemnity Proceedings. If a Claim shall be asserted against an indemnified party (an "Indemnitee") in respect of which indemnification may be sought under this Agreement from an indemnifying party (an "Indemnitor"), Indemnitee shall cause prompt written notice of such Claim to be given to Indemnitor, describing in reasonable detail the nature of the Claim, the name of the claimant, and such other information as is appropriate to an understanding of the Claim. Thirty (30) days after giving such notice, Indemnitee may, at its option, resist, settle, or otherwise compromise or pay such Claim in accordance with the provisions of Section 8.8(d) (and Indemnitor shall pay all reasonable costs incurred by Indemnitee in connection therewith, within twenty (20) days of written demand from Indemnitee, detailing such costs) unless Indemnitee has received notice from Indemnitor that Indemnitor intends, at Indemnitor's sole cost and expense, to contest or otherwise resolve the Claim, in which case Indemnitee shall have the right, at no cost or expense to Indemnitor, to monitor the Claim or otherwise participate in such proceedings. If Indemnitee conducts such monitoring or otherwise participates in such proceedings, Indemnitor shall nevertheless have full authority to determine all action to be taken with respect thereto, subject, however, to the requirements of Section 8.8(d). If requested by Indemnitor,
Indemnity Proceedings