Common use of Legal Fees, Etc., Procedures Clause in Contracts

Legal Fees, Etc., Procedures. (a) Each indemnitor under this ARTICLE VII shall reimburse each indemnitee for any reasonable legal fees and costs, including reasonable attorneys’ fees and other litigation expenses, reasonably incurred by such indemnitee in connection with investigating or defending against Claims with respect to which indemnity is granted hereunder; provided, however, that an indemnitor shall not be required to indemnify an indemnitee for any payment made by such indemnitee to any claimant in settlement of Claims unless such payment has been previously approved by the indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed. (b) Following the discovery of any facts or conditions that could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this Agreement, the indemnitee shall, as promptly as reasonably possible thereafter, provide written notice (a “Claim Notice”) to the indemnitor setting forth the specific facts and circumstances, in reasonable detail, relating to such Loss or Losses and the amount of Loss or Losses (or a good-faith estimate thereof if the actual amount is not known or not capable of reasonable calculation); provided, however, that failure to give such Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that the indemnitor shall have been actually and materially prejudiced as a result of such failure to provide a Claim Notice. (c) With respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against an indemnitee (a “Third Party Claim”): (i) Such indemnitee must provide a Claim Notice to the indemnitor of the Third Party Claim as promptly as reasonably practicable after receipt by such indemnitee of notice of the Third Party Claim. Thereafter, the indemnitee shall promptly deliver to the indemnitor copies of all notices and documents (including court papers) received by the indemnitee relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. (ii) If a Third Party Claim is made against an indemnitee, the indemnitee shall permit the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnitor, it being understood, however, that the indemnitor shall control such defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee for any period during which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, the Parties shall reasonably cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnitor shall have assumed the defense of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) The indemnification obligations of an indemnitor shall be appropriately reduced to the extent an indemnitee does not use reasonable steps and commercially reasonable efforts to mitigate any and all Losses, it being understood and agreed that to the extent any indemnitee undertakes such mitigation efforts, the costs of such efforts may be included in the calculation of indemnifiable Losses hereunder. (iv) In the event that an indemnitee has a right of recovery against any third party with respect to any Losses in connection with which a payment is made to such indemnitee by an indemnitor; then (i) such indemnitor shall, to the extent of such payment, be subrogated to all of the rights of recovery of such indemnitee against such third party with respect to such Losses; and (ii) such indemnitee shall execute all papers reasonably required and take all commercially reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable such indemnitor to bring suit to enforce such rights.

Legal Fees, Etc., Procedures. (a) Each indemnitor under this ARTICLE VII Section 12 shall reimburse each indemnitee for any reasonable legal fees and costs, including reasonable attorneys’ fees and other litigation or proceeding expenses, even if the claim is groundless, false, or fraudulent, reasonably incurred by such indemnitee in connection with investigating or defending against Claims Losses with respect to which indemnity is granted provided hereunder; provided, however, that an indemnitor shall not be required to indemnify an indemnitee for any payment made by such indemnitee to any claimant in settlement of Claims Losses unless such payment settlement has been previously approved by the indemnitor. If Losses are asserted, or if any action or suit is commenced with respect thereto, for which indemnity may be sought against an indemnitor hereunder, the indemnitee shall notify the indemnitor in writing within ten (10) days after the indemnitee shall have had actual knowledge of the assertion or commencement of the Losses or a claim which could give rise to Losses, which notice shall specify in reasonable detail the matter for which indemnity may be sought. The indemnitor shall have the right, upon notice to the indemnitee given within thirty (30) days following its receipt of the indemnitee’s notice (or shorter period if such notice specifies such shorter period and provides reasonable reason therefor), to take primary responsibility for the prosecution, defense or settlement of such matter, including the employment of counsel chosen by the indemnitor with the approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned withheld or delayed. (b) Following the discovery , and payment of any facts or conditions that could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this Agreementexpenses in connection therewith. The indemnitee shall provide, the indemnitee shall, as promptly as reasonably possible thereafter, provide written notice (a “Claim Notice”) without cost to the indemnitor setting forth the specific facts indemnitor, all relevant records and circumstances, in reasonable detail, relating to such Loss or Losses and the amount of Loss or Losses (or a good-faith estimate thereof if the actual amount is not known or not capable of reasonable calculation); provided, however, that failure to give such Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that information reasonably required by the indemnitor for such prosecution, defense or settlement and shall have been actually and materially prejudiced as a result of such failure to provide a Claim Notice. (c) With respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against an indemnitee (a “Third Party Claim”): (i) Such indemnitee must provide a Claim Notice to the indemnitor of the Third Party Claim as promptly as reasonably practicable after receipt by such indemnitee of notice of the Third Party Claim. Thereafter, the indemnitee shall promptly deliver to the indemnitor copies of all notices and documents (including court papers) received by the indemnitee relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. (ii) If a Third Party Claim is made against an indemnitee, the indemnitee shall permit cooperate with the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemniteefullest extent possible. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the The indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnitor, it being understood, however, that in any such matter with respect to which the indemnitor shall control such has elected to take primary responsibility for prosecution (without regard to Section 5.1h(6), defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for or settlement, but the fees and expenses of such counsel employed shall be the expense of the indemnitee except when indemnitee has engaged its own counsel due to a conflict of interest between indemnitor’s and indemnitee’s interests in which case such fees and expenses shall be paid in by the indemnitee for any period during which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, the Parties shall reasonably cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnitor shall have assumed the defense of a Third Party Claim, the indemnitee shall not admit any liability accordance with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)this Section 12.3. (iii) The indemnification obligations of an indemnitor shall be appropriately reduced to the extent an indemnitee does not use reasonable steps and commercially reasonable efforts to mitigate any and all Losses, it being understood and agreed that to the extent any indemnitee undertakes such mitigation efforts, the costs of such efforts may be included in the calculation of indemnifiable Losses hereunder. (iv) In the event that an indemnitee has a right of recovery against any third party with respect to any Losses in connection with which a payment is made to such indemnitee by an indemnitor; then (i) such indemnitor shall, to the extent of such payment, be subrogated to all of the rights of recovery of such indemnitee against such third party with respect to such Losses; and (ii) such indemnitee shall execute all papers reasonably required and take all commercially reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable such indemnitor to bring suit to enforce such rights.

Legal Fees, Etc., Procedures. (a) Each indemnitor under this ARTICLE VII Article 14 shall reimburse each indemnitee for any reasonable legal fees and costs, including reasonable attorneys’ ' fees and other litigation or proceeding expenses, even if the claim is groundless, false, or fraudulent, reasonably incurred by such indemnitee in connection with investigating or defending against Claims Losses with respect to which indemnity is granted provided hereunder; provided, however, that an indemnitor shall not be required to indemnify an indemnitee for any payment made by such indemnitee to any claimant in settlement of Claims Losses unless such payment settlement has been previously approved by the indemnitor. If Losses are asserted, or if any action or suit is commenced with respect thereto, for which indemnity may be sought against an indemnitor hereunder, the indemnitee shall notify the indemnitor in writing within ten (10) days after the indemnitee shall have had actual knowledge of the assertion or commencement of the Losses or a claim which could give rise to Losses, which notice shall specify in reasonable detail the matter for which indemnity may be sought. The indemnitor shall have the right, upon notice to the indemnitee given within thirty (30) days following its receipt of the indemnitee's notice (or shorter period if such notice specifies such shorter period and provides reasonable reason therefor), to take primary responsibility for the prosecution, defense or settlement of such matter, including the employment of counsel chosen by the indemnitor with the approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned withheld or delayed. (b) Following the discovery , and payment of any facts or conditions that could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this Agreementexpenses in connection therewith. The indemnitee shall provide, the indemnitee shall, as promptly as reasonably possible thereafter, provide written notice (a “Claim Notice”) without cost to the indemnitor setting forth the specific facts indemnitor, all relevant records and circumstances, in reasonable detail, relating to such Loss or Losses and the amount of Loss or Losses (or a good-faith estimate thereof if the actual amount is not known or not capable of reasonable calculation); provided, however, that failure to give such Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that information reasonably required by the indemnitor for such prosecution, defense or settlement and shall have been actually and materially prejudiced as a result of such failure to provide a Claim Notice. (c) With respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against an indemnitee (a “Third Party Claim”): (i) Such indemnitee must provide a Claim Notice to the indemnitor of the Third Party Claim as promptly as reasonably practicable after receipt by such indemnitee of notice of the Third Party Claim. Thereafter, the indemnitee shall promptly deliver to the indemnitor copies of all notices and documents (including court papers) received by the indemnitee relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. (ii) If a Third Party Claim is made against an indemnitee, the indemnitee shall permit cooperate with the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemniteefullest extent possible. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the The indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnitor, it being understood, however, that in any such matter with respect to which the indemnitor shall control such has elected to take primary responsibility for prosecution (without regard to Section 5.17), defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for or settlement, but the fees and expenses of such counsel employed by shall be the expense of the indemnitee for any period during except when indemnitee has engaged its own counsel due to a conflict of interest between indemnitor's and indemnitee's interests in which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, the Parties shall reasonably cooperate in the defense or prosecution of case such Third Party Claim. Such cooperation shall include the retention fees and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnitor shall have assumed the defense of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) The indemnification obligations of an indemnitor expenses shall be appropriately reduced to the extent an indemnitee does not use reasonable steps and commercially reasonable efforts to mitigate any and all Losses, it being understood and agreed that to the extent any indemnitee undertakes such mitigation efforts, the costs of such efforts may be included paid in the calculation of indemnifiable Losses hereunderaccordance with this Section 14.4. (iv) In the event that an indemnitee has a right of recovery against any third party with respect to any Losses in connection with which a payment is made to such indemnitee by an indemnitor; then (i) such indemnitor shall, to the extent of such payment, be subrogated to all of the rights of recovery of such indemnitee against such third party with respect to such Losses; and (ii) such indemnitee shall execute all papers reasonably required and take all commercially reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable such indemnitor to bring suit to enforce such rights.