Mechanics of Indemnification. As soon as reasonably practicable after receipt by the indemnified party of notice of any liability or claim incurred by or asserted against the indemnified party that is subject to indemnification under this Article 22, the indemnified party shall give notice thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 as soon as a claim has been threatened by a third party, regardless of whether an actual loss has been suffered, so long as the indemnified party shall in good faith determine that such claim is not frivolous and that the indemnified party may be liable for, or otherwise incur, a loss as a result thereof and shall give notice of such determination to the indemnifying party. The indemnified party shall permit the indemnifying party, at its option and expense, to assume the defense of any such claim by counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party, and to settle or otherwise dispose of the same; PROVIDED, HOWEVER, that the indemnified party may at all times participate in such defense at its expense, and PROVIDED FURTHER, HOWEVER, that the indemnifying party shall not, in defense of any such claim, except with the prior written consent of the indemnified party, consent to the entry of any judgment or to enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the indemnified party and its affiliates a release of all liabilities in respect of such claims, or that does not result only in the payment of money damages by the indemnifying party. If the indemnifying party shall fail to undertake such defense within thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances, then the indemnified party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the indemnifying party.
Mechanics of Indemnification. 52 22.4 Survival of Indemnification Obligations; Available Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Mechanics of Indemnification. 53 22.4 Survival of Indemnification Obligations.......................................53 ARTICLE XXIII........................................................................................53
Mechanics of Indemnification. 52 22.4 SURVIVAL OF INDEMNIFICATION OBLIGATIONS; AVAILABLE INSURANCE PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Mechanics of Indemnification. Removal of Alleged Infringing Content. ---------------------------- In connection with any claim or action described in this Section 8, --------- the party seeking indemnification (i) shall give the indemnifying party prompt written notice of the claim, (ii) shall cooperate with the indemnifying party (at the indemnifying party's expense) in connection with the defense and settlement of the claim, and (iii) shall permit the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle the claim without the indemnified party's prior written consent (which shall not be unreasonably withheld). Further, the indemnified party (at its cost) may participate in the defense and settlement of the claim. In the event that Microsoft receives a claim of infringement alleging a breach of E-Stamp's obligations under Section ------- 7, Microsoft may, in addition to any other remedies provided for - herein, immediately remove any or all allegedly infringing Content from the Office Sites or any other Microsoft site at its sole discretion, pending receipt from E-Stamp of a non-infringing replacement link or satisfactory resolution of the claim. Any such removal shall not constitute a breach of this Agreement.
Mechanics of Indemnification. The indemnified party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any Claim for which the indemnified party is seeking indemnity; (b) granting control of the defense and settlement of such Claim to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
Mechanics of Indemnification. 62 22.4 Survival of Indemnification Obligations. . . . . . . . . . . . . . . . 63
Mechanics of Indemnification. (a) In the event of any Loss, the Partners shall evaluate (in cooperation with Sunbelt and CCBCC Sub) whether indemnification with respect to such Loss is available under the CCBCC Prior Purchase Agreements. If the Partnership determines that such indemnification may be available, the Partners shall cause the Partnership to notify CCBCC and Sunbelt. The Partners shall use good faith efforts to cause the Partnership to notify CCBCC and Sunbelt of any such Loss within the period for which an indemnification claim can be made under the appropriate CCBCC Prior Purchase Agreement. Upon the receipt of such notice, CCBCC or Sunbelt shall promptly notify the sellers under the applicable CCBCC Prior Purchase Agreement of the Loss or claim and shall make a claim of indemnification with respect to such Loss or claim against the sellers under such CCBCC Prior Purchase Agreement. Upon the request of either Partner, CCBCC will negotiate with the sellers under such CCBCC Prior Purchase Agreement for such indemnification, provided that both Partners shall have the right to participate fully in such negotiations and provided further that CCBCC shall not settle the claim without the approval of all the members of the Executive Committee, which shall not be unreasonably delayed or withheld. If it is necessary or appropriate, in the reasonable judgment of the Executive Committee, for CCBCC or Sunbelt to bring an action against the sellers under such CCBCC Prior Purchase Agreement to enforce the right to indemnification contained in such CCBCC Prior Purchase Agreement, then CCBCC or Sunbelt, as the case may be, shall institute such action as soon as practicable following any request of the Executive Committee with counsel selected by CCBCC and approved by the Executive Committee. Such counsel shall operate pursuant to the joint instructions of CCBCC and the Executive Committee. The Partners will cause the Partnership to reimburse, defend, indemnify and hold CCBCC and Sunbelt harmless from and against any Losses or claims suffered by CCBCC or Sunbelt as a result of the institution of such action, including the cost associated with any counterclaim.
Mechanics of Indemnification. Each party’s obligation to indemnify the other pursuant to this Section 11(A) is predicated upon the indemnified party’s (a) giving the indemnifying party written notice of any claims giving rise to the indemnification obligations promptly after the indemnified party becomes aware of such claims; (b) allowing the indemnifying party to control any defense and related settlement negotiations regarding such claim, and (c) fully cooperating, at the indemnifying party’s expense, in any defense or settlement of such claim. The indemnified party may participate in the defense and settlement of any indemnifiable claim with the counsel of its choice at its expense; and (B) shall be limited to any directly resulting damages, costs and expenses finally awarded by a definitive settlement agreed in writing thereby or by a definitive non-appealable judgment to a third party, it being clarified that the indemnifying party shall not be liable for such amounts, or for settlements incurred by the other party, without the indemnifying party’s prior written authorization which consent will not be unreasonably withheld or delayed.
Mechanics of Indemnification. If Office Xxxx seeks indemnification under this Section 7, Office Ally will give prompt notice to Evaluation Participant concerning the existence of any such indemnifiable event; provided, however, the failure to give prompt notice shall not constitute a waiver of Evaluation Participant’s obligation to indemnify.
