Common use of Procedure for Indemnification Claims Clause in Contracts

Procedure for Indemnification Claims. Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to seek indemnification under this Section 5.8, the Person will notify the indemnifying party in writing of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the indemnifying party will not relieve the indemnifying party from liability under this Section 5.8, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party is the Company, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. Subject to the immediately following sentence, if the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding. If the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of the Company and the position of the indemnified party such that it would be inappropriate for one counsel to represent both parties. No indemnifying party will be liable to any indemnified party under this Agreement for any settlement by such indemnified party of any action effected by such indemnified party without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed.

Procedure for Indemnification Claims. Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to seek indemnification under this Section 5.8, the Person will notify the indemnifying party in writing of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the indemnifying party will not relieve the indemnifying party from liability under this Section 5.8, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party is the Company, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. Subject to the immediately following sentence, if the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding. If the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of the Company and the position of the indemnified party such that it would be inappropriate for one counsel to represent both parties. No indemnifying party will be liable to any indemnified party under this Agreement for any settlement by such indemnified party of any action effected by such indemnified party without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed.

Procedure for Indemnification Claims. Promptly after The following provisions shall apply to any Claim (as defined below) subject to indemnification, arising from or out of a Person receives suit, action or proceeding filed or instituted by a third party against the City, the District and/or their respective agents, officers and employees (collectively the “Indemnified Party”) in which indemnification by the Developer is applicable: The applicable Indemnified Party shall, within thirty (30) days of being notified of such suit, action or proceeding against it, deliver written notice of a claim or Claim to the commencement of an action for which Developer, and, to the Person intends to seek extent that indemnification under this Section 5.8is required, the Person Developer will notify assume investigation and defense of such Claim, including the indemnifying party employment of counsel approved in writing by the Indemnified Party (provided that such approval by the Indemnified Party shall not be unreasonably withheld). The Developer shall be relieved of any obligation to indemnify an Indemnified Party as to a Claim, to the extent that the Indemnified Party fails to deliver timely notice of a Claim and the Developer thereby is prejudiced. The assumption of defense shall constitute an admission by the Developer of its indemnification obligation hereunder with respect to such Claim. The Indemnified Party will have the right, at its expense, to employ separate counsel and to participate in the investigation and defense of any such Claim. Additionally, if the Indemnified Party is advised in a written opinion of counsel that is also addressed to the Developer that there may be legal defenses available to the Indemnified Party, which are adverse to or in conflict with those available to the Developer, or that the defenses of the claim Indemnified Party should be handled by separate counsel, the Developer shall not have the right to assume or commencement cause the assumption of the actiondefense of the Indemnified Party, suit however, the Developer shall be responsible for the reasonable fees and expenses of counsel retained by the Indemnified Party in assuming its own defense, provided such counsel is approved in writing by the Developer (further provided that such approval by the Developer shall not be unreasonably withheld). The Indemnified Party shall make available to the Developer or proceedingits representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Developer and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. The Developer will not be liable for the settlement of any Claim made by an Indemnified Party without the Developer’s prior written consent; provided, however, that failure to notify in the indemnifying party event of a settlement entered into with such consent or of any final judgment for a plaintiff in an Claim, and after all appeals have been taken and final orders or dismissals entered, the Developer will indemnify and hold the Indemnified Party harmless from and against any losses incurred by reason of such settlement of judgment. The Developer shall not relieve the indemnifying party from liability be liable under this Section 5.8, except Agreement to make any payment in connection with any Claim made against an Indemnified Party to the extent it Indemnified Party has been materially prejudiced otherwise actually received payment (under any insurance policy or otherwise) of the amounts otherwise indemnifiable hereunder. Following payment of a Claim by the failure Developer, all offsets and insurance proceeds delivered to give notice. The indemnifying party will an Indemnified Party with respect such a Claim, except for payments made pursuant to the City’s self-insurance program, shall be entitled paid to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being soughtDeveloper, and if any rights to payment associated with such offsets and insurance proceeds, shall be assigned by the indemnifying party is the Company, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. Subject Indemnified Party to the immediately following sentence, if Developer. As used in this Section 6 the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding. If the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the indemnified party term “Claim” shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified partyinclude, except to the extent that as otherwise provided above, (i) the employment thereof has been specifically authorized by the Company actual losses, damages, penalties and settlements, as imposed in writingany judgment, awards or settlement agreement; and (ii) the Company has failed after a all reasonable period costs and expenses, including reasonable attorney’s fees, of time investigating or defending any demands, claims, suits, actions, causes of action, and proceedings, whether or not ultimately determined to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of the Company and the position of the indemnified party such that it would be inappropriate for one counsel to represent both parties. No indemnifying party will be liable to any indemnified party under this Agreement for any settlement by such indemnified party of any action effected by such indemnified party without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayedvalid.

Procedure for Indemnification Claims. Promptly after The respective indemnification obligations of each of the parties pursuant to Sections 8(a) and 8(b), above, shall be conditioned upon strict compliance with the following procedures for indemnification claims based upon or arising out of any claim, action or proceeding by any person not a Person receives party to this Agreement. If at any time a claim shall be made, or an action or proceeding shall be Confidential Treatment commenced, against a party to this Agreement (the "Aggrieved Party") which could result in liability of the other party (the "Indemnifying Party") under its indemnification obligations under this Agreement, the Aggrieved Party shall give to the Indemnifying Party notice of a claim that claim, action or proceeding within five (5) Business Days following receipt of service of any claim, action or proceeding by the commencement Party (except that failure to give that notice shall not excuse the Indemnifying Party except to the extent that it is materially prejudiced by that failure). The notice shall state the basis for the claim, action or proceeding and the amounts claimed, (to the extent that amount is determined at the time when the notice is given) and shall permit the Indemnifying Party to assume the defense of an any such claim, action for or proceeding (including any action or proceeding resulting from any such claim) with counsel which is reasonably acceptable to the Person intends Aggrieved Party. Failure by the Indemnifying Party to seek indemnification under this Section 5.8, the Person will notify the indemnifying party Aggrieved Party of its election to defend the claim, action or proceeding within a reasonable time, but in writing no event more than fifteen (15) days after the notice shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend the claim or commencement of the actionclaim, suit action or proceeding; provided, however, that failure to notify the indemnifying party will not relieve the indemnifying party from liability under this Section 5.8, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party is the Company, the indemnifying party may (but will Indemnifying Party shall not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory deemed to it. Subject to the immediately following sentence, if the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding. If the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the indemnified party shall have waived the right to employ separate counsel in contest and defend against any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position claim of the Company and the position of the indemnified party such that it would be inappropriate Aggrieved Party for one counsel to represent both parties. No indemnifying party will be liable to any indemnified party indemnification under this Agreement for any settlement by such indemnified party based upon or arising out of any that claim, action effected by such indemnified party without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayedproceeding.

Procedure for Indemnification Claims. Promptly after In the case of any claim or demand of a Person receives third party that may give rise to a claim for indemnification by the Buyer or Sellers, as the case may be hereunder (in such capacity, the "Indemnified Party"), or if the Indemnified Party obtains knowledge of any circumstance that may give rise to such a claim for indemnification hereunder, such Indemnified Party shall give prompt written notice of a claim such claim, demand or circumstance (described in reasonable detail) to the commencement of an action for which Buyer or Sellers, as the Person intends to seek indemnification under this Section 5.8case may be (in such capacity, the Person will notify "Indemnifying Party"); provided that the indemnifying party in writing failure to provide such notice shall not affect the obligation of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the indemnifying party will not relieve the indemnifying party from liability under this Section 5.8, Indemnifying Party hereunder except to the extent it has been materially prejudiced extent, if any, that the lack of prompt notice adversely affects the ability of the Indemnifying Party to defend against or diminish the losses arising out of such claim, demand or circumstance. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel mutually approved by the failure Indemnifying Party and Indemnified Party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand. Notwithstanding anything in this Agreement to give noticethe contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The indemnifying party will be entitled Indemnified Party shall have the right to participate in the defense of any claimclaim or demand with counsel employed at its own expense; provided, actionhowever, suit that, in the case of any claim or proceeding demand described in clause (i) or (ii) above or as to which indemnification is being sought, and if the indemnifying party is the Company, the indemnifying party may (but will Indemnifying Party shall not be required to) in fact have employed counsel to assume the defense against the claim, action, suit such claim or proceeding with counsel satisfactory to it. Subject to the immediately following sentence, if the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceedingdemand, the Company will not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding. If the Company notifies an indemnified party that it wishes to assume the defense of a claim, action, suit or proceeding, the indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses disbursements of such counsel shall be at the expense of such indemnified party, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the dispute in question on any material issue between Indemnified Party without the position prior written consent of the Company and the position of the indemnified party such that it would be inappropriate for one counsel to represent both parties. No indemnifying party will be liable to any indemnified party under this Agreement for any settlement by such indemnified party of any action effected by such indemnified party without the indemnifying party’s prior written consentIndemnifying Party, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or delayedcompromise any action in any manner that would materially and adversely affect the Indemnified Party.

Procedure for Indemnification Claims. Promptly after The respective indemnification obligations of the Company and Investor pursuant to Sections 14.2 and 14.3 shall be conditioned upon compliance by the Company and Investor with the following procedures for indemnification claims based upon or arising out of any claim, action or proceeding by any person not a Person receives party to this Agreement: (a) If at any time a claim shall be made or threatened, or an action or proceeding shall be commenced or threatened, against a party hereto (the "Aggrieved Party") which could result in liability of the other party (the "Indemnifying Party") under its indemnification obligations hereunder, the Aggrieved Party shall give to the Indemnifying Party prompt notice of a claim such claim, action or proceeding. Such notice shall state the commencement basis for the claim, action or proceeding and the amount thereof (to the extent such amount is determinable at the time when such notice is given) and shall permit the Indemnifying Party to assume the defense of an any such claim, action for which or proceeding (including any action or proceeding resulting from any such claim). Failure by the Person intends Indemnifying Party to seek indemnification under this Section 5.8, the Person will notify the indemnifying party Aggrieved Party of its election to defend any such claim, action or proceeding within a reasonable time, but in writing no event more than 15 days after notice thereof "hall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of the claim or commencement of the actionits right to defend such claim, suit action or proceeding; provided, however, that failure the Indemnifying Party shall not be deemed to notify have waived its right to contest and defend against any claim of the indemnifying Aggrieved Party for indemnification hereunder based upon or arising out of such claim, action or proceeding; (b) If the Indemnifying Party assumes the defense of any such claim, action or proceeding, the obligation of the Indemnifying Party as to such claim, action or proceeding shall be limited to taking all steps necessary in the defense or settlement thereof and, provided the Indemnifying party will not relieve is held to be liable for indemnification hereunder, to holding the indemnifying party Aggrieved Party harmless from liability under this Section 5.8and against any and all losses, except to the extent it has been materially prejudiced damages and liabilities caused by or arising out of any settlement approved by the failure to give noticeIndemnifying Party or any judgment or award rendered in connection with such claim, action or proceeding. The indemnifying party will be entitled to participate Aggrieved Party may participate, at its expense, in the defense of any such claim, action, suit action or proceeding as to which indemnification is being sought, provided that the Indemnifying Party shall direct and if the indemnifying party is the Company, the indemnifying party may (but will not be required to) assume control the defense against the of such claim, action, suit action or proceeding with counsel satisfactory proceeding. The Aggrieved Party agrees to it. Subject cooperate and make available to the immediately following sentenceIndemnified Party all books and records and such officers, if employees and agents as are reasonably necessary and useful in connection with the Company notifies defense. The Indemnifying Party shall not, in the defense of such claim, action or proceeding, consent to the entry of any judgment or award, or enter into any settlement, except in either event with the prior consent of the Aggrieved Party, which does not include as an indemnified party that it wishes unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release from all liability in respect of such claim, action or proceeding; (c) If the Indemnifying Party does not assume the defense of a any such claim, action, suit action or proceeding, the Company will not be liable for any legal Aggrieved Party may defend against such claim, action or other expenses incurred by proceeding in such manner as it may deem appropriate. The Indemnifying Party agrees to cooperate and make available to the indemnified party Aggrieved Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense against the claim, action, suit or proceedingdefense. If the Company notifies an indemnified party that Indemnifying Party, within ten days after notice shall have been given to it wishes by the Aggrieved Party of the latter's intention to assume the defense effect a settlement of a any such claim, action, suit action or proceeding, which notice shall describe with particularity the indemnified party shall have the right to employ separate counsel in terms of any such proposed settlement, shall not deposit with an escrowee mutually satisfactory to the Aggrieved Party and the Indemnifying Party a sum equivalent to the total amount demanded in such claim, action or proceeding or deliver to the Aggrieved Party a surety bond or an irrevocable letter of credit for such sum in form and participate in substance reasonably satisfactory to the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified Aggrieved party, except to then the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of the Company and the position of the indemnified party such that it would be inappropriate for one counsel to represent both parties. No indemnifying party will be liable to any indemnified party under this Agreement for any settlement by such indemnified party of any action effected by such indemnified party without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed.Aggrieved