Common use of Notice of Indemnification Claim Clause in Contracts

Notice of Indemnification Claim. Any party which may be entitled to indemnification under this Agreement (the “Indemnitee”) shall give notice to the indemnifying party (the “Indemnifying Party”) following receipt of notice of any fact that would give rise to a claim for indemnification hereunder. In the event the indemnity claim is based upon a liability or potential liability to a third party (including any taxing authority), then (a) the Indemnifying Party shall have the right, at its expense, to assume and direct the investigation and defense of the claim, action or proceeding, including selection of counsel, provided any counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnitee and (b) the Indemnifying Party shall be entitled to any and all rights the Indemnitee may have against such third party with respect to the subject matter of that claim, by subrogation or otherwise. If the Indemnifying Party so assumes the defense of the claim, the Indemnitee shall not be entitled to indemnification for separate counsel retained by Indemnitee with respect to that claim. No settlement for monetary payment to a third party which is or may be the subject of indemnity under this Agreement shall be made without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party shall have the right to a direct proceedings with respect to such settlement.

Notice of Indemnification Claim. Any Promptly after receipt by a party which may indemnified under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be entitled to made against any party giving indemnification under this Agreement Section 3.10(i) or Section 3.10(ii) (the “Indemnitee”) shall give notice to the indemnifying party (the each, an “Indemnifying Party”) following receipt of notice of any fact that would give rise to a claim for indemnification hereunder. In the event the indemnity claim is based upon a liability or potential liability to a third party (including any taxing authority), then (a) deliver to the Indemnifying Party shall have the right, at its expense, to assume and direct the investigation and defense a written notice of the claim, action or proceeding, including selection of counsel, provided any counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnitee and (b) the Indemnifying Party shall be entitled to any and all rights the Indemnitee may have against such third party with respect to the subject matter of that claim, by subrogation or otherwise. If the Indemnifying Party so assumes the defense of the claim, the Indemnitee shall not be entitled to indemnification for separate counsel retained by Indemnitee with respect to that claim. No settlement for monetary payment to a third party which is or may be the subject of indemnity under this Agreement shall be made without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld), commencement thereof and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Parties. An Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a direct proceedings with respect reasonable time of the commencement of any such action, if prejudicial to its ability to defend such settlementaction, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3.10, but the omission to deliver written notice to the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.10.

Notice of Indemnification Claim. Any party which may In connection with any claim or action described in this Section 11.2, the Party seeking to be entitled indemnified (“Indemnified Party”): (a) will give, subject to indemnification any restrictions under this Agreement Applicable Law, the other Party (the “Indemnitee”) shall give notice to the indemnifying party (the “Indemnifying Party”) following receipt of prompt written notice of a third-party claim, including, if possible, the amount or estimate of the amount of liability arising from it and a copy of any fact that would give rise to a claim for indemnification hereunder. In documentation it has received setting forth the event basis of the indemnity claim is based upon a liability or potential liability to a third party claim, (including any taxing authority), then (ab) will cooperate with the Indemnifying Party (at the Indemnifying Party’s expense) in connection with the defense and settlement of the claim (other than with respect to indemnities involving Intellectual Property in which case the Party that owns the Intellectual Property subject to such claim shall have the rightright to control the defense of such claim), and (c) will 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 prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the Indemnified Party. Further, the Indemnified Party may, at its expense, to assume participate in the defense and direct the investigation and defense settlement of the claim. Notwithstanding the foregoing, action or proceeding, including selection of counsel, provided any counsel selected by the Indemnifying Party is reasonably satisfactory upon prior written notice to the Indemnitee and (b) the Indemnifying Party shall be entitled to any and all rights the Indemnitee may have against such third party with respect to the subject matter of that claimIndemnified Party, by subrogation or otherwise. If the Indemnifying Party so assumes the defense of the claim, the Indemnitee shall not be entitled to indemnification for separate counsel retained by Indemnitee with respect to that claim. No settlement for monetary payment to a third party which is or may be the subject of indemnity under this Agreement shall be made without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party shall have the right to compromise and settle any third-party claim without the prior written consent of the Indemnified Party if the Indemnifying Party (x) obtains a direct proceedings complete, unconditional, irrevocable release of the Indemnified Party with respect to such settlementclaim; (y) includes within the settlement agreement or release a statement to the effect that the Indemnified Party admits no liability or wrongdoing; and (z) does not agree to a settlement which provides for any non-monetary relief.

Notice of Indemnification Claim. Any A party which may (which, if the Company and/or the Subsidiary is to be entitled indemnified, shall be deemed to include the Company and/or the Subsidiary) seeking indemnification under pursuant to this Agreement Article 9 (the “Indemnitee”"Indemnified Party") shall give prompt notice to the indemnifying party from whom such indemnification is sought (the “"Indemnifying Party”") following receipt of notice of any fact that would give rise to a claim for indemnification hereunder. In the event the indemnity that any such claim is based upon on the fact that a liability Person not a party to this Agreement has made any demand or potential claim, or filed or threatened to file any lawsuit (a "Third Party Claim"), which Third Party Claim may cause liability to a third party (including any taxing authority)the Indemnifying Party pursuant to the indemnification provisions of this Agreement, then (a) the Indemnifying Party shall have the right, at its expense, exercisable by notice to assume and direct the investigation and defense of Indemnified Party within ten (10) business days after notice by the claim, action or proceeding, including selection of counsel, provided any counsel selected by Indemnified Party to the Indemnifying Party is of the commencement or assertion of such Third Party Claim, to retain counsel (which counsel shall be reasonably satisfactory acceptable to the Indemnitee Indemnified Party) for the Indemnified Party, at the cost and (b) expense of the Indemnifying Party, to defend any such Third Party Claim. The Indemnified Party shall be permitted to participate in the defense of such Third Party Claim at its own expense. In the event that the Indemnifying Party shall be entitled fail to respond within thirty (30) days after receipt of notice from the Indemnified Party of the commencement or assertion of any such Third Party Claim, then the Indemnified Party shall retain counsel and all rights the Indemnitee may have against such third party with respect to the subject matter of that claim, by subrogation or otherwise. If the Indemnifying Party so assumes conduct the defense of such Third Party Claim as it may in its discretion deem proper, at the claim, the Indemnitee shall not be entitled to indemnification for separate counsel retained by Indemnitee with respect to that claim. No settlement for monetary payment to a third party which is or may be the subject of indemnity under this Agreement shall be made without the consent cost and expense of the Indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party shall have the right to a direct proceedings with respect to such settlementParty.

Notice of Indemnification Claim. Any In the event that either party becomes aware or has notice of any event which may be entitled might give rise to a claim by it for indemnification under this Agreement Section 10, such party (the “Indemnitee”"Indemnified Party") shall give notice to the indemnifying other party (the “"Indemnifying Party”") following receipt of promptly after it becomes aware or has notice of any fact that would such event. Any failure to give rise or delay in giving such notice shall not relieve the Indemnifying Party of its obligations under this Section 10, except to a the extent of costs or liabilities incurred by the Indemnifying Party incident to such delay in giving notice. Following the giving of such notice, the Indemnifying Party may select counsel to defend such claim. Such counsel shall be subject to the approval of Indemnified Party, which approval shall not be unreasonably withheld. The Indemnifying Party and the counsel it has selected shall keep the Indemnified Party informed on all matters with respect to the defense of such claim for indemnification hereunderand no claim shall be paid, settled or compromised if the Indemnified Party elects to contest the claim in accordance with Section 10.4.2. In the event that the indemnity Indemnified Party elects to contest the claim is based upon a liability or potential liability to a third party (including any taxing authority)in accordance with Section 10.4.2 hereof, then (a) the Indemnifying Party shall have the right, at its expense, to assume and direct the investigation and defense of the claim, action or proceeding, including selection of counsel, provided any counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnitee and (b) the Indemnifying Indemnified Party shall be entitled to any be represented by counsel of its choosing at (i) its sole cost and all rights the Indemnitee may have against such third party with respect to the subject matter of that claim, by subrogation or otherwise. If expense if the Indemnifying Party so assumes has complied with the foregoing sentences and is defending such claim and (ii) otherwise at the cost and expense of the Indemnifying Party. The Indemnified Party agrees to cooperate and aid the Indemnifying Party in the defense of the any such claim, the Indemnitee shall not be entitled to indemnification for separate counsel retained by Indemnitee with respect to that claim. No settlement for monetary payment to a third party which is or may be the subject of indemnity under this Agreement shall be made without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party shall have the right to a direct proceedings with respect to such settlement.