Common use of Procedure for Indemnification; Defense of Third-Party Claims Clause in Contracts

Procedure for Indemnification; Defense of Third-Party Claims. (a) Promptly after receipt by a person entitled to indemnity under Section 9.2 or 9.3 (an “Indemnified Person”) of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an “Indemnifying Person”), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If any claim referred to in Section 9.7(a) is brought against an Indemnified Person by means of a proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such proceeding, the Indemnifying Person will be entitled to participate in such proceeding and, to the extent that it wishes, to assume the defense of such proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (iii) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If notice is given to an Indemnifying Person of the commencement of any proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceeding, the Indemnified Person will be entitled to assume the defense of such proceeding and the Indemnifying Person will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Person. (d) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such proceeding, but the Indemnifying Person will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) The Sellers and Buyer consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against any Buyer Indemnitee or Seller Indemnitee for purposes of any claim that a Buyer Indemnitee or Seller Indemnitee may have under this Agreement with respect to such proceeding or the matters alleged therein. The Sellers and Buyers agree that process may be served on the Sellers or Buyer with respect to such a claim anywhere in the world.

Procedure for Indemnification; Defense of Third-Party Claims. (a) Promptly after receipt by a person Person entitled to indemnity under Section 9.2 11.2 or 9.3 11.3 (an “"Indemnified Person”") of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an “"Indemnifying Person”"), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s 's failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s 's failure to give such notice. (b) If any claim referred to in Section 9.7(a11.7(a) is brought against an Indemnified Person by means of a proceeding Proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such proceedingProceeding, the Indemnifying Person will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such proceeding Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding Proceeding and provide indemnification with respect to such proceedingProceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such proceedingProceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s 's consent unless (A) there is no finding or admission of any violation of laws Laws or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (iii) the Indemnified Person will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. (c) If notice is given to an Indemnifying Person of the commencement of any proceeding Proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s 's notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceedingProceeding, the Indemnified Person will be entitled to assume the defense of such proceeding and the Indemnifying Person will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the Indemnified Person. (d) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such proceedingProceeding, but the Indemnifying Person will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) The Sellers and Notwithstanding the provisions of Sections 11.7(a) through (d), Buyer consent will be entitled to the non-exclusive jurisdiction assume control of any court in which a proceeding is brought against any Buyer Indemnitee or Seller Indemnitee for purposes of any claim that a Buyer Indemnitee or Seller Indemnitee may have under this Agreement with respect to such proceeding or the matters alleged therein. The Sellers Cleanup and Buyers agree that process may be served on the Sellers or Buyer with respect to such related Proceeding arising from a claim anywhere relating to any Environmental, Health and Safety Liability on a Facility or Real Property then owned or used by Buyer in the worldits operations.

Procedure for Indemnification; Defense of Third-Party Claims. (a) Promptly after receipt by a person Person entitled to indemnity under Section 9.2 10.2 or 9.3 10.3 (an “Indemnified Person”"INDEMNIFIED PERSON") of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an “Indemnifying Person”"INDEMNIFYING PERSON"), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s 's failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If any claim referred to in Section 9.7(a) is brought against an Indemnified Person by means of a proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such proceeding, the Indemnifying Person will be entitled to participate in such proceeding and, to the extent that it wishes, to assume the defense of such proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (iii) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If notice is given to an Indemnifying Person of the commencement of any proceeding Proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s 's notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceedingProceeding, the Indemnified Person will be entitled to assume the defense of such proceeding and the Indemnifying Person will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the Indemnified PersonPerson in good faith. (dc) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such proceeding, but the Indemnifying Person will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) The Sellers and Buyer hereby consent to the non-exclusive jurisdiction of any court stated in Section 13.11 in which a proceeding Proceeding is brought against any Buyer Indemnitee or Seller Indemnitee for purposes of any claim that a Buyer Indemnitee or Seller Indemnitee may have under this Agreement with respect to such proceeding Proceeding or the matters alleged therein. The Sellers and Buyers agree that process may be served on the Sellers or Buyer with respect to such a claim anywhere in the world.

Procedure for Indemnification; Defense of Third-Party Claims. (a) Promptly after receipt by a person Person entitled to indemnity under Section 9.2 10.2 or 9.3 10.3 (an “Indemnified Person”) of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an “Indemnifying Person”), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If any claim referred to in Section 9.7(a10.5(a) is brought against an Indemnified Person by means of a proceeding Proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such proceedingProceeding, the Indemnifying Person will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such proceeding Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding Proceeding and provide indemnification with respect to such proceedingProceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of laws Laws or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (iii) the Indemnified Person will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. (c) If notice is given to an Indemnifying Person of the commencement of any proceeding Proceeding and the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceedingProceeding, the Indemnified Person will be entitled to assume the defense of such proceeding and the Indemnifying Person will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the Indemnified Person. (d) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such proceedingProceeding, but the Indemnifying Person will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) The Sellers and Buyer consent Notwithstanding the provisions of Section 11.17, each Seller consents to the non-exclusive jurisdiction of any court in which a proceeding Proceeding is brought against any Buyer Indemnitee or Seller Indemnitee for purposes of any claim that a Buyer Indemnitee or Seller Indemnitee may have under this Agreement with respect to such proceeding Proceeding or the matters alleged therein. The Sellers and Buyers agree Each Seller agrees that process may be served on the Sellers or Buyer such Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification; Defense of Third-Party Claims. (a) Promptly after receipt by a person Person entitled to indemnity under Section 9.2 11.2 or 9.3 11.3 (an “Indemnified Person”"INDEMNIFIED PERSON") of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an “Indemnifying Person”"INDEMNIFYING PERSON"), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s 's failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s 's failure to give such notice. (b) If any claim referred to in Section 9.7(a11.7(a) is brought against an Indemnified Person by means of a proceeding Proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such proceedingProceeding, the Indemnifying Person will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such proceeding Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding Proceeding and provide indemnification with respect to such proceedingProceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such proceedingProceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s 's consent unless (A) there is no finding or admission of any violation of laws Laws or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (iii) the Indemnified Person will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. (c) If notice is given to an Indemnifying Person of the commencement of any proceeding Proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s 's notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceedingProceeding, the Indemnified Person will be entitled to assume the defense of such proceeding and the Indemnifying Person will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the Indemnified Person. (d) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such proceedingProceeding, but the Indemnifying Person will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) The Sellers and Notwithstanding the provisions of Sections 11.7(a) through (d), Buyer consent will be entitled to the non-exclusive jurisdiction assume control of any court in which a proceeding is brought against any Buyer Indemnitee or Seller Indemnitee for purposes of any claim that a Buyer Indemnitee or Seller Indemnitee may have under this Agreement with respect to such proceeding or the matters alleged therein. The Sellers Cleanup and Buyers agree that process may be served on the Sellers or Buyer with respect to such related Proceeding arising from a claim anywhere relating to any Environmental, Health and Safety Liability on a Facility or Real Property then owned or used by Buyer in the worldits operations.

Procedure for Indemnification; Defense of Third-Party Claims. (a) Promptly after receipt by a person Party entitled to indemnity under Section 9.2 or 9.3 9.1 (an “Indemnified Person”) of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person Party obligated to indemnify under such Section 9.1 (an “Indemnifying Person”), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If any claim referred to in Section 9.7(a9.2(a) is brought against an Indemnified Person by means of a legal proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such proceeding, the Indemnifying Person will be entitled to participate in such proceeding and, to the extent that it wishes, to assume the defense of such proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of laws legal requirements or any violation of the rights of any person or entity and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, ; and (iii) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If notice is given to an Indemnifying Person of the commencement of any proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceeding, the Indemnified Person will be entitled to assume the defense of such proceeding and the Indemnifying Person will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Person. (d) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result provisions of monetary damages for which it would be entitled to indemnification under this Agreement, Section 10.8 the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such proceeding, but the Indemnifying Person will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) The Sellers and Buyer Parties consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against any Buyer Indemnitee or Seller Indemnitee Indemnified Person for purposes of any claim that a Buyer Indemnitee or Seller Indemnitee an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein. The Sellers and Buyers Parties agree that process may be served on the Sellers or Buyer Parties with respect to such a claim anywhere in the world.