Common use of Notices and Defense of Indemnified Claims Clause in Contracts

Notices and Defense of Indemnified Claims. Each Party shall promptly notify the other Party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party under this Agreement. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any Claim for which the indemnifying Party has agreed to release and indemnify and hold the indemnified Party harmless under this Agreement. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such Claim at its own expense.

Appears in 6 contracts

Samples: Purchase and Sale Agreement (Alpha Energy Inc), Purchase and Sale Agreement (Alpha Energy Inc), Purchase and Sale Agreement

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Notices and Defense of Indemnified Claims. Each Party party shall promptly immediately notify the other Party party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party party under this Agreement. The indemnifying Party party shall be obligated to defend, defend at the indemnifying Partyparty’s sole expense, expense any litigation or other administrative or adversarial proceeding against the indemnified Party party relating to any Claim for which the indemnifying Party party has agreed to release and indemnify and hold the indemnified Party party harmless under this Agreement. However, the indemnified Party party shall have the right to participate with the indemnifying Party party in the defense of any such Claim at its own expense.

Appears in 4 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Parsley Energy, Inc.), Purchase and Sale Agreement (Denbury Resources Inc)

Notices and Defense of Indemnified Claims. Each Party party shall promptly immediately notify the other Party party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party party under this Agreement. The indemnifying Party party shall be obligated to defend, defend at the indemnifying Party’s party's sole expense, expense any litigation or other administrative or adversarial proceeding against the indemnified Party party relating to any Claim for which the indemnifying Party party has agreed to release and indemnify and hold the indemnified Party party harmless under this Agreement. However, the indemnified Party party shall have the right to participate with the indemnifying Party party in the defense of any such Claim at its own expense.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Gasco Energy Inc), Share and Pipeline Purchase Agreement (Stone Energy Corp), Purchase and Sale Agreement (Stone Energy Corp)

Notices and Defense of Indemnified Claims. Each Party shall promptly immediately notify the other Party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party under this Agreement. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any Claim for which the indemnifying Party has agreed to release and indemnify and hold the indemnified Party harmless under this Agreement. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such Claim and may retain its own separate counsel to do so at its own sole cost and expense.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Callon Petroleum Co), Purchase and Sale Agreement (Gulfport Energy Corp)

Notices and Defense of Indemnified Claims. Each Party shall promptly immediately notify the other Party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party under this Agreement. The indemnifying Party party shall be obligated to defend, defend at the indemnifying Partyparty’s sole expense, expense any litigation or other administrative or adversarial proceeding against the indemnified Party party relating to any Claim for which the indemnifying Party party has agreed to release and indemnify and hold the indemnified Party party harmless under this Agreement. However, the indemnified Party party shall have the right to participate with the indemnifying Party party in the defense of any such Claim at its own expense.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Notices and Defense of Indemnified Claims. Each indemnified Party shall promptly immediately notify the other in writing each indemnifying Party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other such indemnifying Party under this Agreement. The indemnifying Party shall be obligated to defend, defend at the indemnifying Party’s sole expenseexpense any litigation, any litigation arbitration or other administrative or adversarial proceeding against the indemnified Party relating to any Claim for which the indemnifying Party has agreed to release and indemnify and hold the indemnified Party harmless under this Agreement. The indemnifying party shall have control over the defense and/or settlement of such Claim. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such Claim at its own expense. The indemnified party shall assist and cooperate in the prosecution or defense of such Claims.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Doral Energy Corp.)

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Notices and Defense of Indemnified Claims. Each Party party shall promptly immediately notify the other Party party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party party under this Agreementthe Transaction Documents. The indemnifying Party party shall be obligated to defend, defend at the indemnifying Partyparty’s sole expense, expense any litigation or other administrative or adversarial proceeding against the indemnified Party party relating to any Claim for which the indemnifying Party party has agreed to release and indemnify and hold the indemnified Party party harmless under this Agreementthe Transaction Documents. However, the indemnified Party party shall have the right to participate with the indemnifying Party party in the defense of any such Claim at its own expense.

Appears in 1 contract

Samples: Release Agreement (Hanover Gold Co Inc)

Notices and Defense of Indemnified Claims. Each Party shall promptly immediately notify the other Party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party under this Agreement. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any Claim for which the indemnifying Party has agreed to release and indemnify and hold the indemnified Party harmless under this Agreement. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such Claim at its own expense.

Appears in 1 contract

Samples: Purchase and Sale Agreement (St Mary Land & Exploration Co)

Notices and Defense of Indemnified Claims. Each Party party shall promptly immediately notify the other Party party of any Claim of which it becomes aware and for which it or any of its Representatives is entitled to indemnification from the other Party party under this Agreement. The indemnifying Party party shall be obligated to defend, defend at the indemnifying Party’s party's sole expense, expense any litigation or other administrative or adversarial adversaria! proceeding against the indemnified Party party relating to any Claim for which the indemnifying Party party has agreed to release and indemnify and hold the indemnified Party party harmless under this Agreement. However, the indemnified Party party shall have the right to participate with the indemnifying Party party in the defense of any such Claim at its own expense.

Appears in 1 contract

Samples: Purchase and Sale Agreement (High Plains Gas, Inc.)

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