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

Procedure for Indemnification; Defense of Third-Party Claims. (a) The Indemnified Party against whom a third party claim ("Third Party Claim") is made or brought shall give the Indemnifying Party an opportunity to defend such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the above, the Indemnified Party at all times shall have the right to participate fully in the defense or settlement at its own expense. Further, notwithstanding the above, if in the reasonable opinion of the Indemnified Party, any such Third Party Claim involves an issue or matter that could have a Material Adverse Effect on the business, operations, properties, assets or prospects of the Indemnified Party, the Indemnified Party shall not be obligated to give the Indemnifying Party the opportunity to defend the Third Party Claim and shall have the right to control the defense or settlement of any such claim if it pays all legal and related expenses, and any judgment or settlement shall be included as part of the indemnification obligations of the Indemnifying Party under this Agreement. If the Indemnified Party should elect to exercise such right, the Indemnifying Party at all times shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its own expense. (b) Failure of an Indemnifying Party to give the Indemnified Party written notice of its election to defend such Third Party Claim within thirty (30) days after receipt of notice shall be deemed a wavier of its right to defend such Third Party Claim. In that event, the Indemnified Party against whom such Third Party Claim is made shall have the right, but not the obligation, to undertake to defend and to compromise or settle the Third Party Claim. (c) The party that undertakes the defense shall periodically apprise the other party of the progress of such defense. If the Indemnifying Party undertakes the defense of a Third Party Claim, it shall not consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld) which does not include as an unconditional term thereof, the giving by the claimant to the Indemnified Party against whom such third Party Claim is made a release from all liability in respect of such Third Party Claim (which release may exclude only any obligations incurred in connection with any such settlement). The Indemnified Party shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party reasonably may request.

Procedure for Indemnification; Defense of Third-Party Claims. (a) The Indemnified Party against whom a If any third party claim shall notify a party hereto ("the “Indemnified Party”) with respect to any matter (a “Third Party Claim"”) is made or brought which may give rise to a claim for indemnification against the other party hereto (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall give promptly after receiving notice of the Third Party Claim notify the Indemnifying Party an opportunity thereof in writing describing in reasonable detail the facts constituting the basis for the Third Party Claim; provided, however, that the failure of the Indemnified Party to defend so notify the Indemnifying Party of such Third Party Claim with counsel selected shall not affect the Indemnified Party’s right to indemnification hereunder, except to the extent that (a) the resolution of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice in such a timely fashion or (b) the Indemnifying Party is required to pay a materially greater amount or accrue material additional expenses with respect to such claim. The Indemnifying Party shall have the right at any time to participate in the defense of any Third Party Claim and, to the extent it wishes, to assume and thereafter conduct the defense of any Third Party Claim using legal counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the above; provided, the Indemnified Party at all times shall have the right to participate fully in the defense or settlement at its own expense. Furtherhowever, notwithstanding the above, if in the reasonable opinion of the Indemnified Party, any such Third Party Claim involves an issue or matter that could have a Material Adverse Effect on the business, operations, properties, assets or prospects of the Indemnified Party, the Indemnified Party shall not be obligated to give the Indemnifying Party the opportunity to defend the Third Party Claim and shall have the right to control the defense or settlement of any such claim if it pays all legal and related expenses, and any judgment or settlement shall be included as part of the indemnification obligations of the Indemnifying Party under this Agreement. If the Indemnified Party should elect to exercise such right, the Indemnifying Party at all times shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its own expense. (b) Failure of an Indemnifying Party to give the Indemnified Party written notice of its election to defend such Third Party Claim within thirty (30) days after receipt of notice shall be deemed a wavier of its right to defend such Third Party Claim. In that event, the Indemnified Party against whom such Third Party Claim is made shall have the right, but not the obligation, to undertake to defend and to compromise or settle the Third Party Claim. (c) The party that undertakes the defense shall periodically apprise the other party of the progress of such defense. If the Indemnifying Party undertakes the defense of a Third Party Claim, it shall not consent to the entry of any judgment or enter into any settlement (except with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld) which does not include . Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as an unconditional term thereofprovided in this Section 8.7, the giving by the claimant to the Indemnified Party may defend against whom such third Party Claim is made a release from all liability in respect of such the Third Party Claim (in any manner it reasonably may deem appropriate. In no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which release may exclude only consent shall not be unreasonably withheld. If the Indemnifying Party assumes the defense of the Third Party Claim the Indemnified Party agrees, if requested by the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting the Third Party Claim, or, if appropriate and related to the Third Party Claim in question, in making any obligations incurred in connection with counterclaim against the Person asserting the Third Party Claim or any such settlement)cross-complaint against any Person. The After assumption of the defense by the Indemnifying Party, the Indemnified Party shall make availablehave the right to employ its own counsel in such matter, but the fees and expenses of the Indemnified Party’s counsel shall be at the Indemnifying Indemnified Party's ’s expense, all information . Buyer and assistance Seller consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against the other party by a third party for purposes of any claim that Buyer or Seller may have under this Agreement with respect to such proceeding or the Indemnifying Party reasonably matters alleged therein. Buyer and Seller agree that process may requestbe served on them with respect to such a claim anywhere in the world.

Procedure for Indemnification; Defense of Third-Party Claims. (a) The Promptly after receipt by an Indemnified Party of notice of the assertion of a third-party claim, including any Governmental Body claim, against whom it, the Indemnified Party will, if a third party claim ("Third Party Claim") is to be made or brought shall against an Indemnifying Party, give notice to the Indemnifying Party an opportunity of the assertion of such claim. The Indemnifying Party will have 15 days after receipt of the notice to elect to defend such Third the claim with the Indemnified Party’s cooperation, and if the Indemnifying Party Claim so elects, the Indemnified Party will undertake, through counsel chosen in consultation with counsel selected by the Indemnifying Party and reasonably satisfactory to at the Indemnified Party. Notwithstanding the above, the Indemnified Party at all times shall have the right to participate fully in the defense or settlement at its own expense. Further, notwithstanding the above, if in the reasonable opinion expense of the Indemnified Party, any such Third Party Claim involves an issue or matter that could have a Material Adverse Effect on the business, operations, properties, assets or prospects of the Indemnified Indemnifying Party, the Indemnified Party shall not be obligated to give the Indemnifying Party the opportunity to defend the Third Party Claim and shall have the right to control the settlement or defense or settlement of thereof; provided, however, that any such claim if it pays all legal and related expenses, and any judgment or settlement shall will be included as part of subject to the indemnification obligations consent of the Indemnifying Party under this Agreement. If the Indemnified Party should elect to exercise such rightParty, the Indemnifying Party at all times shall have the right to participate in, but which consent will not control, the defense or settlement of such Third Party Claim at its own expense. (b) Failure of an Indemnifying Party to give the Indemnified Party written notice of its election to defend such Third Party Claim within thirty (30) days after receipt of notice shall be deemed a wavier of its right to defend such Third Party Claim. In that event, the Indemnified Party against whom such Third Party Claim is made shall have the right, but not the obligation, to undertake to defend and to compromise or settle the Third Party Claim. (c) The party that undertakes the defense shall periodically apprise the other party of the progress of such defenseunreasonably withheld. If the Indemnifying Party undertakes does not notify the defense of a Third Indemnified Party Claim, it shall not consent to the entry of any judgment or enter into any settlement (except with the written consent within 15 days after receipt of the Indemnified Party, which consent shall not be unreasonably withheld) which does not include as an unconditional term thereof, the giving by the claimant to the Indemnified Party against whom such third Party Claim is made ’s notice of a release from all liability in respect claim of such Third Party Claim (which release may exclude only any obligations incurred in connection with any such settlement). The Indemnified Party shall make available, at the Indemnifying Party's expense, all information and assistance indemnity hereunder that the Indemnifying Party elects to defend the claim with the Indemnified Party’s cooperation, or the Indemnifying Party ceases to reasonably may requestcontest such claim in good faith, the Indemnified Party will have the right to contest, settle or compromise the claim in its exclusive discretion at the expense of the Indemnifying Party. Nothing contained in this Section 11.5 will be construed as a limitation of the right of any party to indemnification under this Agreement.

Procedure for Indemnification; Defense of Third-Party Claims. (a) The Indemnified Party against whom a third party claim ("Third Party Claim") is made or brought shall give the Indemnifying Party an opportunity to defend such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the above, the Indemnified Party at all times shall have the right to participate fully in the defense or settlement at its own expense. Further, notwithstanding the above, if in the reasonable opinion of the Indemnified Party, any such Third Party Claim involves (i) an issue or matter that could have a Material Adverse Effect on the business, operations, properties, assets or prospects of the Indemnified Party, or (ii) the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such claim or action, the Indemnified Party shall not be obligated to give the Indemnifying Party the opportunity to defend the Third Party Claim and shall have the right to control the defense or settlement of any such claim if it pays all legal and related expenses, and any judgment or settlement shall be included as part of the indemnification obligations of the Indemnifying Party under this AgreementAgreement subject to the consent of the Indemnifying Party, not to be unreasonably withheld. If the Indemnified Party should elect to exercise such right, the Indemnifying Party at all times shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its own expense. (b) Failure of an Indemnifying Party to give the Indemnified Party written notice of its election to defend such Third Party Claim within thirty (30) days after receipt of notice shall be deemed a wavier waiver of its right to defend such Third Party Claim. In that event, the Indemnified Party against whom such Third Party Claim is made shall have the right, but not the obligation, to undertake to defend and to compromise or settle the Third Party Claim. (c) The party that undertakes the defense shall periodically apprise the other party of the progress of such defense. If the Indemnifying Party undertakes the defense of a Third Party Claim, it shall not consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld) which does not include as an unconditional term thereof, the giving by the claimant to the Indemnified Party against whom such third Third Party Claim is made a release from all liability in respect of such Third Party Claim (which release only may exclude only any obligations incurred in connection with any such settlement). The Indemnified Party shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party reasonably may request.

Procedure for Indemnification; Defense of Third-Party Claims. (a) The Indemnified Party against whom a If any third party claim shall notify a party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") is made or brought which may give rise to a claim for indemnification against the other party hereto (the "Indemnifying Party") under this Article VIII, then the Indemnified Party shall give promptly after receiving notice of the Third Party Claim notify the Indemnifying Party an opportunity thereof in writing describing in reasonable detail the facts constituting the basis for the Third Party Claim; provided, however, that the failure of the Indemnified Party to defend so notify the Indemnifying Party of such Third Party Claim with counsel selected shall not affect the Indemnified Party's right to indemnification hereunder, except to the extent that (a) the resolution of such claim is materially prejudiced by the Indemnified Party's failure to give such notice in such a timely fashion or (b) the Indemnifying Party is required to pay a materially greater amount or accrue material additional expenses with respect to such claim. The Indemnifying Party shall have the right at any time to participate in the defense of any Third Party Claim and, to the extent it wishes, to assume and thereafter conduct the defense of any Third Party Claim using legal counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the above; provided, the Indemnified Party at all times shall have the right to participate fully in the defense or settlement at its own expense. Furtherhowever, notwithstanding the above, if in the reasonable opinion of the Indemnified Party, any such Third Party Claim involves an issue or matter that could have a Material Adverse Effect on the business, operations, properties, assets or prospects of the Indemnified Party, the Indemnified Party shall not be obligated to give the Indemnifying Party the opportunity to defend the Third Party Claim and shall have the right to control the defense or settlement of any such claim if it pays all legal and related expenses, and any judgment or settlement shall be included as part of the indemnification obligations of the Indemnifying Party under this Agreement. If the Indemnified Party should elect to exercise such right, the Indemnifying Party at all times shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its own expense. (b) Failure of an Indemnifying Party to give the Indemnified Party written notice of its election to defend such Third Party Claim within thirty (30) days after receipt of notice shall be deemed a wavier of its right to defend such Third Party Claim. In that event, the Indemnified Party against whom such Third Party Claim is made shall have the right, but not the obligation, to undertake to defend and to compromise or settle the Third Party Claim. (c) The party that undertakes the defense shall periodically apprise the other party of the progress of such defense. If the Indemnifying Party undertakes the defense of a Third Party Claim, it shall not consent to the entry of any judgment or enter into any settlement (except with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld) which does not include . Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as an unconditional term thereofprovided in this Section 8.7, the giving by the claimant to the Indemnified Party may defend against whom such third Party Claim is made a release from all liability in respect of such the Third Party Claim (in any manner it reasonably may deem appropriate. In no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which release may exclude only consent shall not be unreasonably withheld. If the Indemnifying Party assumes the defense of the Third Party Claim the Indemnified Party agrees, if requested by the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting the Third Party Claim, or, if appropriate and related to the Third Party Claim in question, in making any obligations incurred in connection with counterclaim against the Person asserting the Third Party Claim or any such settlement)cross-complaint against any Person. The After assumption of the defense by the Indemnifying Party, the Indemnified Party shall make availablehave the right to employ its own counsel in such matter, but the fees and expenses of the Indemnified Party's counsel shall be at the Indemnifying Indemnified Party's expense, all information . Buyer and assistance Seller consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against the other party by a third party for purposes of any claim that Buyer or Seller may have under this Agreement with respect to such proceeding or the Indemnifying Party reasonably matters alleged therein. Buyer and Seller agree that process may requestbe served on them with respect to such a claim anywhere in the world.

Procedure for Indemnification; Defense of Third-Party Claims. (a) The Indemnified Party against whom a If any third party claim shall notify a party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") is made or brought which may give rise to a claim for indemnification against the other party hereto (the "Indemnifying Party") under this Article VIII, then the Indemnified Party shall give promptly (an in any event within five Business Days) after receiving notice of the Third Party Claim notify the Indemnifying Party an opportunity thereof in writing describing in reasonable detail the facts constituting the basis for the Third Party Claim; provided, however, that the failure of the Indemnified Party to defend so notify the Indemnifying Party of such Third Party Claim with counsel selected shall not affect the Indemnified Party's right to indemnification hereunder, except to the extent that (a) the resolution of such claim is materially prejudiced by the Indemnified Party's failure to give such notice in such a timely fashion or (b) the Indemnifying Party is required to pay a materially greater amount or accrue material additional expenses with respect to such claim. The Indemnifying Party shall have the right at any time to participate in the defense of any Third Party Claim and, to the extent it wishes, to assume and thereafter conduct the defense of any Third Party Claim using legal counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the above; provided, the Indemnified Party at all times shall have the right to participate fully in the defense or settlement at its own expense. Furtherhowever, notwithstanding the above, if in the reasonable opinion of the Indemnified Party, any such Third Party Claim involves an issue or matter that could have a Material Adverse Effect on the business, operations, properties, assets or prospects of the Indemnified Party, the Indemnified Party shall not be obligated to give the Indemnifying Party the opportunity to defend the Third Party Claim and shall have the right to control the defense or settlement of any such claim if it pays all legal and related expenses, and any judgment or settlement shall be included as part of the indemnification obligations of the Indemnifying Party under this Agreement. If the Indemnified Party should elect to exercise such right, the Indemnifying Party at all times shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its own expense. (b) Failure of an Indemnifying Party to give the Indemnified Party written notice of its election to defend such Third Party Claim within thirty (30) days after receipt of notice shall be deemed a wavier of its right to defend such Third Party Claim. In that event, the Indemnified Party against whom such Third Party Claim is made shall have the right, but not the obligation, to undertake to defend and to compromise or settle the Third Party Claim. (c) The party that undertakes the defense shall periodically apprise the other party of the progress of such defense. If the Indemnifying Party undertakes the defense of a Third Party Claim, it shall not consent to the entry of any judgment or enter into any settlement (except with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall Party (not to be unreasonably withheld) which does not include ). Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as an unconditional term thereofprovided in this Section 8.7, the giving by the claimant to the Indemnified Party may defend against whom such third Party Claim is made a release from all liability in respect of such the Third Party Claim in any manner it reasonably may deem appropriate. In no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which release may exclude only any obligations incurred in connection with any such settlementnot to be unreasonably withheld). The If the Indemnifying Party assumes the defense of the Third Party Claim the Indemnified Party agrees, if requested by the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting the Third Party Claim, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person. After assumption of the defense by the Indemnifying Party, the Indemnified Party shall make availablehave the right to employ its own counsel in such matter, but the fees and expenses of the Indemnified Party's counsel shall be at the Indemnifying Indemnified Party's expense, all information . Purchaser and assistance Seller consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against the other party by a third party for purposes of any claim that Purchaser or Seller may have under this Agreement with respect to such proceeding or the Indemnifying Party reasonably matters alleged therein. Purchaser and Seller agree that process may requestbe served on them with respect to such a claim anywhere in the world.