Common use of Notice and contest of claims Clause in Contracts

Notice and contest of claims. In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 18 (“Indemnified Party”), it shall notify the other Party (“Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defence of claims The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 18.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party exercises its rights under Clause 18.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 18.3.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Notice and contest of claims. In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 18 37 (the “Indemnified Party”), ) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defence of claims The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 1837, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 18.337.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party exercises its rights under Clause 18.337.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 18.3.3 37.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder. No consequential claims Notwithstanding anything to the contrary contained in this Article 37, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit, except as expressly provided in this Agreement. Survival on Termination The provisions of this Article 37 shall survive Termination.

Notice and contest of claims. In the event that either Party party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 18 35 (the “Indemnified Party”), ) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably unreasonable withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, Party subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defence of claims The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect ofrespect, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation obligations to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 1835, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceedingproceeding , liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 18.335.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party exercises has exercised its rights under Clause 18.335.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Partyparty, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded conducted and specifically notified the Indemnifying Party either: that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 18.3.3 35.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Notice and contest of claims. In the event that either any Party hereto receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 18 Clause 7.1 or in respect of which it is entitled to reimbursement (the “Indemnified Party”), it shall notify the other Party responsible for indemnifying such claim hereunder (the “Indemnifying Party”) within 15 (fifteen) days Days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which such approval shall not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demandclaim, it may conduct the proceedings in the name of the Indemnified Party, subject to Party and shall bear all costs involved in contesting the Indemnified Party being secured against any costs involved, to its reasonable satisfactionsame. Defence of claims The Indemnified Party shall have the right, but not the obligation, to contest, defend provide all cooperation and litigate assistance in contesting any claim, action, suit or proceeding by any third party alleged or asserted against claim and shall sign all such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, writings and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If documents as the Indemnifying Party acknowledges may reasonably require. (1) Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties, and so notified in writing its obligation by either Party to indemnify the Indemnified other Party (the "Dispute") shall, in the first instance, be attempted to be resolved amicably in discussion with each other. (2) The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of loss this Agreement promptly, equitably and in good faith, and further agree to provide each other with reasonable access during normal business hours to all non- privileged records, information and data pertaining to any Dispute. (3) The work under the Contract shall, however, continue during the proceedings and no payment due or payable to the full extent provided by this Article 18, the Indemnifying Party concerned party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so withheld (except to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party extend disputed) on account of such defence. initiation, commencement or pendency of such (4) The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 18.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party exercises its rights under Clause 18.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel conciliation if any, shall be at borne equally by the expense parties. (5) In the event no amicable resolution or settlement is reached within a period of thirty (30) days of the Indemnified Partydate on which the dispute or the difference arose , when such dispute or difference shall be referred to arbitration by either of the parties. The sole Arbitrator should be a Retired High Court Judge or a Retired Chief Secretary/Additional Chief Secretary/Principal Secretary/Secretary to the Government of West Bengal or a Retired Auditor General of Government of West Bengal. The provisions of the Arbitration and as incurredConciliation Act, unless: 1996 would apply for the employment of counsel by such party has been authorised in writing arbitration proceedings. The Arbitral Award given by the Indemnifying Party; or the Indemnified Party Sole Arbitrator shall have reasonably concluded that there may be a conflict of interest between reasoned order. (6) The Contract shall be governed by and constructed according to the Indemnifying Party and laws in force in India. The parties hereby submit to the Indemnified Party in the conduct exclusive jurisdiction of the defence Courts within the original jurisdiction of such action; or the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 18.3.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderHigh Court at Calcutta.