Common use of Notice and Legal Defense Clause in Contracts

Notice and Legal Defense. Promptly after receipt by a Owner Indemnitee or a Contractor Indemnitee (an “Indemnitee”) of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation in connection with an actual or potential Claim as to which any indemnity provided for in this Article 12 or Section 2.2.13.2(d) may apply, the Indemnitee shall give Contractor or Owner, as the case may be, Notice of such fact; provided, however, that the failure to give such Notice will not relieve the indemnifying Party of its obligations to indemnify the Indemnitee, except to the extent that the indemnifying Party is materially and adversely affected thereby. The indemnifying Party shall assume on behalf of the Indemnitee, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided, further, the Indemnitee shall have the right to be represented therein by counsel of its own selection and at its own expense (such expense not to be subject to indemnification hereunder); provided, further, if the defendants in any such action include both the indemnifying Party and the Indemnitee, and if the Indemnitee has reasonably concluded that there may be legal defenses available to it that are different from, additional to or inconsistent with those available to the indemnifying Party, then the Indemnitee will have the right to select separate counsel to participate in the defense of such action on its own behalf. The indemnifying Party shall consult with each Indemnitee throughout the pendency of the Claim regarding the investigation, defense, settlement, compromise, trial, appeal or other resolution thereof, and without the prior consent of each Indemnitee, the indemnifying Party shall not enter into any settlement of any Claim that would lead to liability, constitute an admission of liability, dismiss a Claim without prejudice, or create any financial or other obligation on the part of any such Indemnitee for which such Indemnitee is not entitled to indemnification hereunder.

Notice and Legal Defense. Promptly after receipt by a Owner Indemnitee an Indemnified Party or a Contractor Indemnitee (an “Indemnitee”) Indemnified Party of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation in connection with an actual or potential Claim as to which any the indemnity provided for in this Article 12 Section 13.1, 13.2, 13.3 or Section 2.2.13.2(d) may apply13.4 applies, the Indemnitee such Party shall give notify Contractor or Owner, as the case may be, Notice in writing of such fact; provided. Contractor or Owner, howeveras the case may be, that the failure to give such Notice will not relieve the indemnifying Party of its obligations to indemnify the Indemnitee, except to the extent that the indemnifying Party is materially and adversely affected thereby. The indemnifying Party shall assume on behalf of the Indemnitee, such Party and conduct with due diligence and in good faith, faith the defense thereof with counsel reasonably satisfactory to the Indemniteesuch Party; provided, further, the Indemnitee that such Party shall have the right to be represented therein by counsel advisory council of its own selection and at its own expense (such expense not to be subject to indemnification hereunder)expense; provided, and provided further, that if the defendants in any such action include both the indemnifying Party and indemnified Parties and the Indemnitee, and if the Indemnitee has indemnified Party shall have reasonably concluded that there may be legal defenses available to it that which are different fromfrom or additional to, additional to or inconsistent with with, those available to the indemnifying Party, then the Indemnitee will indemnified Party shall have the right to select up to one separate counsel to participate in the defense of such action on its own behalfbehalf at the indemnifying Party’s expense. The indemnifying Party Contractor or Owner (as the case may be) shall consult with each Indemnitee throughout the pendency of the Claim regarding the investigation, defense, settlement, compromise, trial, appeal or other resolution thereof, provide reasonable support and without the prior consent of each Indemnitee, assistance to the indemnifying Party shall not enter into any settlement in connection with the defense of any Claim claim to which an indemnity provided for herein shall apply. Failure to Defend Action. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 13.1, 13.2, 13.3, 13.4 or 13.5 applies, and the indemnifying Party fails to timely assume the defense of such claim, action, proceeding or investigation, then the indemnified Party may at the indemnifying Party’s expense contest (or, with the prior written consent of the indemnifying Party, settle) such claim; provided, that would lead to liability, constitute an admission of liability, dismiss a Claim without prejudice, no such contest need be made and settlement or create any financial or other obligation on the part full payment of any such Indemnitee for which claim, action, proceeding or investigation may be made without indemnifying Party’s consent (with the indemnifying Party remaining obligated to indemnify the indemnified Party under Section 13.1, 13.2, 13.3, 13.4 or 13.5) if, in the written opinion of the indemnified Party’s counsel, such Indemnitee claim is not entitled to indemnification hereundermeritorious. All costs and expenses incurred by an indemnified Party in connection with any such contest, settlement or payment shall be paid by the indemnifying Party with interest thereon as provided in Section 24.1, promptly following demand therefor.

Notice and Legal Defense. Promptly after receipt by a Owner PSGC Indemnitee or a Contractor Indemnitee (an “Indemnitee”) of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation in connection with an actual or potential Claim as to which any indemnity provided for in this Article 12 or 12, Section 2.2.13.2(d) or Section 3.9 may apply, the Indemnitee shall give Contractor or OwnerPSGC, as the case may be, Notice of such fact; provided, however, that the failure to give such Notice will not relieve the indemnifying Party of its obligations to indemnify the Indemnitee, except to the extent that the indemnifying Party is materially and adversely affected thereby. The indemnifying Party shall assume on behalf of the Indemnitee, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided, further, the Indemnitee shall have the right to be represented therein by counsel of its own selection and at its own expense (such expense not to be subject to indemnification hereunder); provided, further, if the defendants in any such action include both the indemnifying Party and the Indemnitee, and if the Indemnitee has reasonably concluded that there may be legal defenses available to it that are different from, additional to or inconsistent with those available to the indemnifying Party, then the Indemnitee will have the right to select separate counsel to participate in the defense of such action on its own behalf. The indemnifying Party shall consult with each Indemnitee throughout the pendency of the Claim regarding the investigation, defense, settlement, compromise, trial, appeal or other resolution thereof, and without the prior consent of each Indemnitee, the indemnifying Party shall not enter into any settlement of any Claim that would lead to liability, constitute an admission of liability, dismiss a Claim without prejudice, or create any financial or other obligation on the part of any such Indemnitee for which such Indemnitee is not entitled to indemnification hereunder.

Notice and Legal Defense. Promptly after receipt by a Owner Indemnitee or a Contractor Indemnitee (an “Indemnitee”) of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation in connection with an actual or potential Claim as to which any indemnity provided for in this Article 12 or Section 2.2.13.2(d) may apply, the Indemnitee shall give Contractor or Owner, as the case may be, Notice of such fact; provided, however, that the failure to give such Notice will not relieve the indemnifying Party of its obligations to indemnify the Indemnitee, except to the extent that the indemnifying Party is materially and adversely affected thereby. The indemnifying Party shall assume on behalf of the Indemnitee, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided, further, the Indemnitee shall have the right to be represented therein by counsel of its own selection and at its own expense (such expense not to be subject to indemnification hereunder); provided, further, if the defendants in any such action include both the indemnifying Party and the Indemnitee, and if the Indemnitee has reasonably concluded that there may be legal defenses available to it that are different from, additional to or inconsistent with those available to the indemnifying Party, then the Indemnitee will have the right to select separate counsel to participate in the defense of such action on its own behalf. The indemnifying Party shall consult with each Indemnitee throughout the pendency of the Claim regarding the investigation, defense, settlement, compromise, trial, appeal or other Red River Environmental Products EPC Agreement resolution thereof, and without the prior consent of each Indemnitee, the indemnifying Party shall not enter into any settlement of any Claim that would lead to liability, constitute an admission of liability, dismiss a Claim without prejudice, or create any financial or other obligation on the part of any such Indemnitee for which such Indemnitee is not entitled to indemnification hereunder.

Notice and Legal Defense. Promptly after receipt by a Owner Indemnitee Party seeking indemnification under Section 12.1 or a Contractor Indemnitee 12.2 (an the “IndemniteeIndemnified Party”) of any Claim claim, suit or proceeding brought by a Third Party or notice of the commencement of any action, administrative or legal proceeding, or investigation in connection with an actual or potential Claim as to which any the indemnity provided for in this Article 12 or Section 2.2.13.2(d) 12.1 and 12.2 hereof may apply, the Indemnitee Party seeking indemnification shall give Contractor or Owner, as notify the case may be, Notice indemnifying Party of such factfact (i) within *** (***) calendar days after receipt of services of process of the commencement of a suit or (ii) for non-litigated matters, within *** (***) calendar days after receipt of notice thereof; provided, however, that in each case, the failure to give such Notice notice will not relieve the indemnifying Indemnifying Party of its obligations obligation to indemnify the Indemniteeprovide indemnification hereunder except if, except and to the extent that the indemnifying Party is that, such failure materially and adversely affected therebyaffects the ability of the Indemnifying Party to defend the applicable claim, suit or proceeding. The indemnifying Indemnified Party shall will permit the Indemnifying Party to assume on behalf sole control over the defense of any such claim, suit or proceeding at the Indemnifying Party’s own cost and expense; and, ***, the Indemnified Party will co-operate as reasonably requested in the defense of the Indemniteeclaim, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided, further, the Indemnitee shall have the right to be represented therein by counsel of its own selection and at its own expense (such expense not to be subject to indemnification hereunder); provided, further, if the defendants in any such action include both the indemnifying suit or proceeding. The Indemnified Party and the Indemnitee, and if the Indemnitee has reasonably concluded that there may be legal defenses available to it that are different from, additional to or inconsistent with those available to the indemnifying Party, then the Indemnitee will have the right to select separate retain its own counsel at its own expense, provided, however, that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have material conflicting interests with respect to such claim, suit or proceeding, the Indemnifying Party will be responsible for the reasonable fees and expenses of counsel to participate the Indemnified Party solely in the defense of connection therewith. The Indemnifying Party may not settle such action on its own behalf. The indemnifying or claim, or otherwise consent to an adverse judgment in such action or claim, which would subject the Indemnified Party shall consult with each Indemnitee throughout to an injunction or if such settlement or judgment would materially diminish or limit or otherwise adversely affect the pendency rights, activities or financial interests of the Claim regarding the investigationIndemnified Party, defense, settlement, compromise, trial, appeal or other resolution thereof, and without the prior express written consent of each Indemnitee, the indemnifying Party shall not enter into any settlement of any Claim that would lead to liability, constitute an admission of liability, dismiss a Claim without prejudice, or create any financial or other obligation on the part of any such Indemnitee for which such Indemnitee is not entitled to indemnification hereunderIndemnified Party.