Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
Mechanics of Indemnity. The party seeking indemnification (the “Indemnified Party”) shall: (a) give the proposed indemnifier (the “Indemnifying Party”) notice of the relevant claim, (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim, and (c) give the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior written approval. The Indemnified Party shall have the right to participate in the defense at its expense.
Mechanics of Indemnity. Despite subsection 14.1 above, Your duties set out above will depend on ICBC:
Mechanics of Indemnity. The party seeking indemnification (the "Indemnified Party") shall: (a) give the proposed indemnifier (the "Indemnifying Party") notice of the relevant claim, (b) cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (c) give the Indemnifying Party the right to defend such claim, except that the Indemnifying Party shall not enter into any settlement without the Indemnified Party's prior written approval and (ii) select counsel PROVIDED that such counsel shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to participate in or assume the defense at its expense.
Mechanics of Indemnity. The indemnifying party's obligations hereunder are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party (except that the indemnifying party may not effect any settlement or make any admission of fault, liability or similar admissions without the consent of the indemnified party, other than for the payment of money damages in a single lump sum); and (iii) reasonably cooperating with the indemnifying party at the indemnifying party's expense. * CONFIDENTIAL TREATMENT REQUESTED 10 11
Mechanics of Indemnity. Any member(s) of the Purchaser Group ----------------------- seeking indemnification hereunder shall promptly notify the Stockholder(s) who are obligated to provide indemnification of the existence of any claim, demand or other matter to which such Stockholder's indemnification obligations would apply, and, if a third party claim is reasonably and in good faith disputed by such Stockholder(s), the member(s) of the Purchaser Group seeking indemnification shall give such Stockholder(s) a reasonable opportunity to defend the same at his or their own expense and with counsel of his or their own selection; provided that the member(s) of the Purchaser Group seeking indemnification shall at all times also have the right to fully participate in the defense at its expense. If the Stockholder(s) shall, within a reasonable time after such notice, fail to defend, the member(s) of the Purchaser Group seeking indemnification shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk, of the Stockholder(s) obligated to provide indemnification.
Mechanics of Indemnity. The party seeking indemnification (the “Indemnified Party”) shall: (a) give the proposed indemnifier (the “Indemnifying Party”) prompt written notice of the claim, (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim, and (c) give the Indemnifying Party the right to solely control the defense and settlement of any such claim.
Mechanics of Indemnity. All claims for indemnity under this Article IX, other than claims by Parent against the Escrow Fund which claims shall be made in accordance with Section 9.05(d) below, shall be made in accordance with the provisions of this Section 9.05(c).
Mechanics of Indemnity. The party claiming a right to indemnity will provide the indemnifying party with prompt notice of, and reasonable assistance (at the indemnifying party's expense) with, any claim, action or proceeding covered by the indemnity obligations set forth in sections 16.1 and 16.2 above. The party claiming a right to indemnity will give the indemnifying party the authority necessary to defend or settle any such claim, action, or proceeding. The indemnifying party will have the exclusive right to defend any such claim, action or proceeding. However, neither HP nor Contractor shall settle or compromise any such claim, action or proceeding without prior written consent of the other party. Said written consent will not be unreasonably withheld by either party. In the event the indemnifying party does not diligently pursue resolution of the claim, action or proceeding or provide the other party with reasonable assurances that the indemnifying party will diligently pursue resolution, then the other party may, without in any way limiting its other rights and remedies, defend and/or settle or compromise such claim, action or proceeding. If the other party defends such a claim, action or proceeding, indemnifying party will pay, in addition to any damages awarded, the actual and reasonable costs and expenses incurred by the other party in connection with such defense.
Mechanics of Indemnity. The Party claiming indemnification under this Section 10 (the "Indemnified Party") shall promptly notify the other Party (the "Indemnifying Party") when it has knowledge of circumstances likely to result in an indemnification obligation or when any Claim is pending or threatened that is covered by this Section 10. Upon request, and to the maximum extent permitted by applicable law, the Indemnifying Party shall have the right, in its discretion, to defend, settle, or compromise any such suit or proceeding, at its own expense, provided that no settlement shall be made which imposes any obligations on the Indemnified Party (other than the payment of money which is made by the Indemnifying Party on behalf of the Indemnified Party), or is prejudicial to, the Indemnified Party, without the prior written consent of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any such suit or proceeding, and the Indemnifying Party shall reimburse the Indemnified Party for its expenses with respect thereto, including counsel of its choice. Failure by the Indemnified Party to promptly notify the Indemnifying Party as required by this Section 10.3 shall not invalidate the claim for indemnification, unless such failure has a material adverse affect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the Indemnified Party shall be responsible for any Claims or losses which could have been avoided or mitigated by prompt notice as required by this Section 10.3.
