Common use of Obligations of the Indemnitor and Indemnitee Clause in Contracts

Obligations of the Indemnitor and Indemnitee. Any party that proposes to assert the right to be indemnified under this Section 2.13 with respect to any claim, action, suit or proceeding shall, promptly after receipt of notice of any such claim or commencement of any such action, suit or proceeding, notify the indemnitor of the assertion of such claim or commencement of such action, suit or proceeding, enclosing copies of all papers received; provided, however, that the failure to so notify the indemnitor shall not relieve a party from any obligation to indemnify under this Section 2.13 except to the extent the indemnitor is actually materially disadvantaged by such failure to give notice. The indemnitor shall have the right and obligation to assume the defense of any claim, action, suit or proceeding with respect to which indemnification is being sought under this Section 2.13 with counsel reasonably satisfactory to the indemnitee. The indemnitee shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of the indemnitee. The indemnitor shall not be liable for any settlement effected without its prior written consent. The indemnitee shall cooperate with the indemnitor in the defense of any such claim, action, suit or proceeding to the extent reasonably requested by the indemnitor, and shall provide all information, evidence, assistance and authority necessary to enable the indemnitor to conduct a proper defense. Both parties agree to make witnesses available and to provide any reasonably requested technical assistance to the other party without requiring a subpoena therefor to pursue or defend any litigation against third parties arising from the matters and things provided for in this Agreement whether or not the party upon which such request is made is a party to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the obligations of COUNTY and XXXXXXXX POWER under Section 2.13 shall survive the termination or expiration of this Agreement.

Obligations of the Indemnitor and Indemnitee. Any party that proposes to assert the right to be indemnified under this Section 2.13 Article X with respect to any claim, action, suit suit, or proceeding (for purposes of this Article X, the "INDEMNITEE") shall, promptly after receipt of notice of any such claim or commencement of any such action, suit suit, or proceeding, notify the indemnitor other party (for purposes of this Article X, the "INDEMNITOR") in writing of the assertion of such claim or commencement of such action, suit suit, or proceeding, enclosing copies of all applicable papers received; provided, however, that the failure to so notify the indemnitor Indemnitor shall not relieve a party from any obligation to indemnify under this Section 2.13 Article X except to the extent the indemnitor Indemnitor is actually materially disadvantaged by such failure to give notice. The indemnitor Indemnitor shall have the right and obligation to assume the defense of any claim, action, suit or proceeding with respect to which indemnification is being sought under this Section 2.13 Article X with counsel reasonably satisfactory to the indemniteeIndemnitee. The indemnitee Indemnitee shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the sole expense of the indemniteeIndemnitee; provided, however, that if the Indemnitee reasonably concludes that there are legal defenses available to it that are different from or inconsistent with the defenses available to the Indemnitor and which Indemnitor refuses to assert on Indemnitee's behalf after request is made by Indemnitee, then Indemnitee's separate counsel may participate in the defense of the action at the Indemnitor's expense. The indemnitor Indemnitor shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The indemnitee Indemnitee shall cooperate with the indemnitor Indemnitor in the defense of any such claim, action, suit suit, or proceeding to the extent reasonably requested by the indemnitorIndemnitor, and shall provide all information, evidence, assistance assistance, and authority necessary to enable the indemnitor Indemnitor to conduct a proper defense. Both parties agree to make witnesses available and to provide any reasonably requested technical assistance to the other party without requiring a subpoena therefor to pursue or defend any litigation against third parties arising from the matters and things provided for in out of or relating to this Agreement Agreement, whether or not the party upon which such request is made is a party to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the obligations of COUNTY and XXXXXXXX POWER under Section 2.13 shall survive the termination or expiration of this Agreement.

Obligations of the Indemnitor and Indemnitee. Any party that proposes to assert the right to be indemnified under this Section 2.13 with respect to any claim, action, suit or - 47 - proceeding shall, promptly after receipt of notice of any such claim or commencement of any such action, suit or proceeding, notify the indemnitor of the assertion of such claim or commencement of such action, suit or proceeding, enclosing copies of all papers received; provided, however, that the failure to so notify the indemnitor shall not relieve a party from any obligation to indemnify under this Section 2.13 except to the extent the indemnitor is actually materially disadvantaged by such failure to give notice. The indemnitor shall have the right and obligation to assume the defense of any claim, action, suit or proceeding with respect to which indemnification is being sought under this Section 2.13 with counsel reasonably satisfactory to the indemnitee. The indemnitee shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of the indemnitee. The indemnitor shall not be liable for any settlement effected without its prior written consent. The indemnitee shall cooperate with the indemnitor in the defense of any such claim, action, suit or proceeding to the extent reasonably requested by the indemnitor, and shall provide all information, evidence, assistance and authority necessary to enable the indemnitor to conduct a proper defense. Both parties agree to make witnesses available and to provide any reasonably requested technical assistance to the other party without requiring a subpoena therefor to pursue or defend any litigation against third parties arising from the matters and things provided for in this Agreement whether or not the party upon which such request is made is a party to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the obligations of COUNTY and XXXXXXXX POWER under Section 2.13 shall survive the termination or expiration of this Agreement.

Obligations of the Indemnitor and Indemnitee. Any party that proposes to assert the right to be indemnified under this Section 2.13 Article X with respect to any claim, action, suit or proceeding (for purposes of this Article X, the "Indemnitee") shall, promptly after receipt of notice of any such claim or commencement of any such action, suit or proceeding, notify the indemnitor other party (for purposes of this Article X, the "Indemnitor") in writing of the assertion of such claim or commencement of such action, suit or proceeding, enclosing copies of all applicable papers received; provided, however, that the failure to so notify the indemnitor Indemnitor shall not relieve a party from any obligation to indemnify under this Section 2.13 Article X except to the extent the indemnitor Indemnitor is actually materially disadvantaged by such failure to give notice. The indemnitor Indemnitor shall have the right and obligation to assume the defense of any claim, action, suit or proceeding with respect to which indemnification is being sought under this Section 2.13 Article X with counsel reasonably satisfactory to the indemniteeIndemnitee. The indemnitee Indemnitee shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the sole expense of the indemniteeIndemnitee; provided, however, that if the Indemnitee reasonably concludes that there are legal defenses available to it that are different from or inconsistent with the defenses available to the Indemnitor and which Indemnitor refuses to assert on Indemnitee's behalf after request is made by Indemnitee, then Indemnitee's separate counsel may participate in the defense of the action at the Indemnitor's expense. The indemnitor Indemnitor shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The indemnitee Indemnitee shall cooperate with the indemnitor Indemnitor in the defense of any such claim, action, suit or proceeding to the extent reasonably requested by the indemnitorIndemnitor, and shall provide all information, evidence, assistance and authority necessary to enable the indemnitor Indemnitor to conduct a proper defense. Both parties agree to make witnesses available and to provide any reasonably requested technical assistance to the other party without requiring a subpoena therefor to pursue or defend any litigation against third parties arising from the matters and things provided for in out of or relating to this Agreement Agreement, whether or not the party upon which such request is made is a party to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the obligations of COUNTY and XXXXXXXX POWER under Section 2.13 shall survive the termination or expiration of this Agreement.