Common use of Indemnity Process Clause in Contracts

Indemnity Process. The party seeking to be indemnified will give prompt written notice to the other party of the claim against which it seeks to be indemnified and will provide the indemnifying party, at the indemnifying party’s expense, with the assistance reasonably necessary for the defense and settlement of the claim. The failure by the indemnified party to timely furnish to the indemnifying party any notice required to be furnished under this Section 8 will not relieve the indemnifying party of its obligations under this Section 8, except to the extent such failure materially and adversely prejudices the ability of the indemnifying party to defend such matter. The indemnifying party will have sole control of the defense and settlement of any such claim. The indemnifying party will not be liable for any settlement of an action effected without its written consent (which consent will not be unreasonably withheld or delayed), nor will the indemnified party settle any such action without the written consent of the indemnifying party (which consent will not be unreasonably withheld or delayed). The indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in any claim, or settlement thereof, without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified party may engage counsel of its choice at its own expense.

Indemnity Process. The indemnified party seeking to be indemnified will will: (i) promptly give prompt written notice to the other party of the claim against which it seeks to be indemnified and will provide Subcontractor (provided that the indemnifying party, at the indemnifying party’s expense, with the assistance reasonably necessary for the defense and settlement failure of the claim. The failure by the indemnified party to timely furnish give such notice to Subcontractor will only affect the indemnifying party any notice required to be furnished indemnification and defense obligations of Subcontractor under this Section 8 will not relieve the indemnifying party of its obligations under this Section 8, except Agreement to the extent such failure materially and adversely prejudices affects the ability of the indemnifying party Subcontractor to defend such matter. The indemnifying party will have the claim); (ii) give Subcontractor sole control of the defense and settlement of any such the claim; and (iii) provide to Subcontractor all available information and reasonable assistance in connection with the claim. The indemnifying indemnified party will may participate in the defense of the claim, at the indemnified party’s sole expense (not be liable for any settlement subject to reimbursement). Without limiting Subcontractor’s obligations in the Agreement, and without limiting or waiving the indemnified party’s rights or remedies, if Subcontractor fails to take control of an action effected without its written consent (which consent will not be unreasonably withheld or delayed)the defense of the claim, nor will then the indemnified party settle any such action without the written consent may take control of the indemnifying party (which consent defense and Subcontractor will not be unreasonably withheld or delayed). The indemnifying party will have no right liable to bind reimburse the indemnified party to terms other than the terms of all costs and conditions in this Agreement or expenses with respect thereto. Subcontractor may not admit liability by the indemnified party in for or consent to any claimjudgment, or settlement thereofconcede, settle, or compromise any claim without obtaining the indemnified party’s prior written consent, which will such consent not to be unreasonably withheld withheld, unless such admission, concession, settlement, or delayed. The compromise includes a full and unconditional release of the indemnified party may engage counsel from all liabilities in respect of its choice at its own expensesuch claim.

Indemnity Process. The party Party seeking to be indemnified will give prompt written notice to the other party Party of the claim Claim against which it seeks to be indemnified and will provide the indemnifying partyParty, at the indemnifying partyParty’s expense, with the assistance reasonably necessary for the defense and settlement of the claimClaim. The failure by the indemnified party Party to timely furnish to the indemnifying party Party any notice required to be furnished under this Section 8 10 will not relieve the indemnifying party Party of its obligations under this Section 810, except to the extent such failure materially and adversely prejudices the ability of the indemnifying party Party to defend such matterClaim. The indemnifying party Party will have sole control of the defense and settlement of any such claimClaim. The indemnifying party Party will not be liable for any settlement of an action effected without its written consent (which consent will not be unreasonably withheld or delayed), nor will the indemnified party Party settle any such action without the written consent of the indemnifying party Party (which consent will not be unreasonably withheld or delayed). The indemnifying party Party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in settle any claim, or settlement thereof, Claim without the indemnified partyParty’s prior written consent, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases the indemnified Party of all liability. The indemnified party Party may engage counsel of its choice at its own expense.