Common use of Mechanics of Indemnification Clause in Contracts

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. As soon as reasonably practicable after receipt by the indemnified party of notice of Whenever any liability or claim incurred by or asserted against the indemnified party that is subject to arises for indemnification under this Article 22Agreement or an event which may result in a claim for such indemnification has occurred, the indemnified party shall give notice thereof to Indemnified Party(ies) will promptly notify the indemnifying partyIndemnifying Party of the claim and, when known, the facts constituting the basis for such claim. The indemnified party may at its option demand indemnity under this Article 22 as soon as a claim has been threatened Indemnifying Party shall have the obligation to dispute and defend all such Third Party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by a third partythe Indemnifying Party, regardless and the cost of whether an actual loss has been sufferedsuch defense shall be borne by the Indemnifying Party, so long as the indemnified party shall in good faith determine that such claim is not frivolous and provided that the indemnified party may Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Indemnified Parties require their own attorney due to a conflict of interest, in which case, the expense of a single law firm acceptable to such Indemnified Party will be liable for, or otherwise incur, a loss as a result thereof and shall give notice of such determination to borne by the indemnifying partyIndemnifying Party. The indemnified party Indemnified Parties shall permit cooperate in all reasonable respects in the indemnifying partyinvestigation, at its option trial and expense, to assume the defense of any such claim by counsel selected at the cost of the Indemnifying Party. If the Indemnifying Party fails to take action within thirty (30) days of notice, then the Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by the indemnifying party Indemnifying Party. The Indemnified Parties shall also have the right and reasonably satisfactory upon delivery of ten (10) days advance written notice to such effect to the indemnified partyIndemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party claim by the Indemnifying Party, and to any reasonable expenses incurred by the Indemnified Parties so acting shall be paid by the Indemnifying Party. The Indemnifying Party will not 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 compromise any such claim, except with Third Party claim without the prior written consent of the indemnified partyIndemnified Parties, consent not 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 partyunreasonably withheld.

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 22XXII, the indemnified party shall give notice thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 XXII 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in such defense at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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. 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 22XV, the indemnified party shall give notice thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 XV 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in such defense at its expense, and PROVIDED FURTHERprovided further, HOWEVERhowever, 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. As soon as reasonably practicable (i) Promptly after receipt by the indemnified party an Indemnified Person or Indemnified Party under this Section 5 of notice of the commencement of any liability action or claim incurred by proceeding (including any governmental action or asserted proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against the indemnified any indemnifying party that is subject to indemnification under this Article 22Section 5, the indemnified party shall give notice thereof deliver 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 partywritten notice of the commencement thereof, regardless of whether an actual loss has been suffered, so long as and the indemnified indemnifying party shall in good faith determine that such claim is not frivolous and that have the indemnified right to participate in, and, to the extent the indemnifying party may be liable forso desires, or otherwise incurjointly with any other indemnifying party similarly noticed, a loss as a result to assume control of the defense thereof and shall give notice of such determination with counsel mutually satisfactory to the indemnifying party. The indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall permit have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, at its option if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and expense, the indemnifying party would be inappropriate due to assume actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by counsel selected by the indemnifying party and reasonably satisfactory shall furnish to the indemnified party, and indemnifying party all information reasonably available to settle the Indemnified Party or otherwise dispose of Indemnified Person which relates to such action or claim. The indemnifying party shall keep the same; PROVIDED, HOWEVER, that the indemnified party may Indemnified Party or Indemnified Person fully apprised at all times participate in such as to the status of the defense at or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its expensewritten consent, and PROVIDED FURTHERprovided, HOWEVERhowever, that the indemnifying party shall notnot unreasonably withhold, in defense of any such claimdelay or condition its consent. No indemnifying party shall, except with without the prior written consent of the indemnified partyIndemnified Party or Indemnified Person, consent to the entry of any judgment or to enter into any settlement that or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the indemnified party and its affiliates such Indemnified Party or Indemnified Person of a release of from all liabilities liability in respect of to such claimsclaim or litigation. Following indemnification as provided for hereunder, or that does not result only in the payment of money damages by the indemnifying party. If the indemnifying party shall fail be subrogated 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 all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying partyparty within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 5, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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 2223, the indemnified party shall give notice thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 23 as soon as a claim has been threatened by a third party, 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 otherwise 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in such defense at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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) 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.indemnified

Mechanics of Indemnification. As soon as reasonably practicable (i) Promptly after receipt by the indemnified party an Indemnified Person or Indemnified Party under this Section 5 of notice of the commencement of any liability action or claim incurred by proceeding (including any governmental action or asserted proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against the indemnified any indemnifying party that is subject to indemnification under this Article 22Section 5, the indemnified party shall give notice thereof deliver 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 partywritten notice of the commencement thereof, regardless of whether an actual loss has been suffered, so long as and the indemnified indemnifying party shall in good faith determine that such claim is not frivolous and that have the indemnified right to participate in, and, to the extent the indemnifying party may be liable forso desires, or otherwise incurjointly with any other indemnifying party similarly noticed, a loss as a result to assume control of the defense thereof and shall give notice of such determination with counsel mutually satisfactory to the indemnifying party. The indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall permit have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, at its option if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and expense, the indemnifying party would be inappropriate due to assume actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by counsel selected by the indemnifying party and reasonably satisfactory shall furnish to the indemnified party, and indemnifying party all information reasonably available to settle the Indemnified Party or otherwise dispose of Indemnified Person which relates to such action or claim. The indemnifying party shall keep the same; PROVIDED, HOWEVER, that the indemnified party may Indemnified Party or Indemnified Person fully apprised at all times participate in such as to the status of the defense at or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its expensewritten consent, and PROVIDED FURTHERprovided, HOWEVERhowever, that the indemnifying party shall notnot unreasonably withhold, in defense of any such claim, except with the prior written consent of the indemnified party, consent to the entry of any judgment delay 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.condition its

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 52 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. 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 2223, the indemnified party shall give notice thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 23 as soon as a claim has been threatened by a third party, 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 otherwise 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in such defense at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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. 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 2221, the indemnified party shall give notice ---------- thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 21 as soon as a claim has been threatened made in ---------- writing 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in -------- ------- such defense at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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) 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. 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 2221, the indemnified party shall give notice ---------- thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 21 as soon as a claim has been threatened made in ---------- writing 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in -------- ------- such defense at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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) 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. 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 2223, the indemnified party shall give notice thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 23 as soon as a claim has been threatened by a third party, 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 otherwise 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; PROVIDEDprovided, HOWEVERhowever, that the indemnified party may at all times participate in such defense at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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) 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. 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 2221, the indemnified party shall give notice ---------- thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 21 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; PROVIDEDprovided, HOWEVER--------- however, that the indemnified party may at all times participate in such defense ------- at its expense; and provided further, and PROVIDED FURTHER, HOWEVERhowever, 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) 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. 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 2221, the indemnified party shall give notice ---------- thereof to the indemnifying party. The indemnified party may at its option demand indemnity under this Article 22 21 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; PROVIDEDprovided, HOWEVER-------- however, that the indemnified party may at all times participate in such defense ------- at its expense; and provided, and PROVIDED FURTHERfurther, HOWEVERhowever, 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) 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.