Party Seeking Indemnification Clause Samples
The "Party Seeking Indemnification" clause defines which party in a contract is entitled to request compensation or reimbursement for losses, damages, or liabilities incurred due to specific events or actions. Typically, this clause outlines the process by which the affected party must notify the other party of a claim, and may specify the types of losses covered, such as third-party lawsuits or regulatory penalties. Its core practical function is to clearly identify the rights and responsibilities related to indemnification, ensuring that both parties understand when and how indemnity obligations are triggered and helping to allocate risk between them.
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Party Seeking Indemnification. (a) If either Party seeks indemnification under the terms of this ARTICLE 8 (the "Indemnified Party") against the other Party (the "Indemnifying Party"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the third party claim or threatened third party claim it receives notice thereof, shall permit the Indemnifying Party, at the Indemnifying Party's cost and expense, to assume direction and control of the defense of the third party claim, and shall cooperate as requested (at the expense of the Indemnifying Party), in the defense of the claim.
8.3.1 The obligations of the Indemnifying Party to indemnify the Indemnified Party pursuant to Section 8.1 and Section 8.2 are conditioned upon the delivery of written notice to the Indemnifying Party of any asserted or threatened third party claim promptly after the Indemnified Party becomes aware of such third party claim; provided, that, the failure of the Indemnified Party to give such notice or any delay thereof shall not offset the Indemnified Party's right to indemnification hereunder, except to the extent that such failure or delay impairs the Indemnifying Party's ability to defend or contest any such third party claim.
Party Seeking Indemnification. Section 11.4
Party Seeking Indemnification. Any party seeking indemnification ----------------------------- pursuant to this Section (the "Indemnified Party") shall notify the other party or parties from whom such indemnification is sought (the "Indemnifying Party") of the Indemnified Party's assertion of such claim for indemnification, specifying the basis of such claim. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party that evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party related thereto.