Common use of Procedure for Indemnity Clause in Contracts

Procedure for Indemnity. In the event that any third party makes any demand or claim or files or threatens to file any lawsuit (“Third Party Claim”), which Third Party Claim may result in any liability, damage, or loss to one party hereto of the kind for which such Party is entitled to indemnification pursuant to this Section 18, the Party seeking indemnification (“Indemnitee”) from the other Party (“Indemnitor”) shall (i) promptly notify the Indemnitor in writing of such Third Party Claim with respect to which it seeks indemnity; (ii) permit the Indemnitor or its insurer to control the defence of such claims and any related settlement negotiations subject to the Indemnitor accepting its obligation towards the Indemnitee to indemnify the alleged claim fully; and (iii) cooperate and, at the Indemnitor’s request and expense, assist the Indemnitor with the defence of such claims, including, but not limited to, in gathering all relevant information with respect to any such Third Party Claim, and the names and addresses of the affected parties and witnesses. Notwithstanding the aforementioned clause (iii), the Indemnitee may, at its own expense, participate in the defence of such Third Party Claim with counsel of its own choosing. The Indemnitor shall not settle any such claim without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld.

Procedure for Indemnity. In All of the Seller's warranties shall expire on the third anniversary after Closing. On the occurrence of any event that could give rise to a claim against, or to a right of defense and indemnity by, Buyer or Seller pursuant to this Agreement, or in the event that any third party makes any demand or suit, action, investigation, claim or files proceeding is begun, made or threatens instituted against Buyer or Seller as a result of which the other may become obligated under this Agreement, the party claiming indemnification (the "Indemnified Party") shall so notify the other party (the "Indemnifying Party"). The Indemnifying Party will be relieved from any obligation to file provide indemnity to the extent its ability to defend the claims is materially prejudiced by a notice delay. After receipt of the notice, the Indemnifying Party shall have the right to promptly undertake to defend, contest, or otherwise protect against any lawsuit (“Third Party Claim”)such event or any suit, action, investigation, claim or proceeding arising thereform, using counsel of its choice. The Indemnified Party, at its own cost, may elect to participate in the defense using counsel of its choice. Buyer and Seller shall cooperate in defending against any claim to which Third Party Claim may result indemnity obligations apply, and in minimizing the costs, losses and damage involved in such claim. Neither party will compromise, settle, or admit liability in any liability, damage, or loss claim to one party hereto of the kind for which such Party is entitled to indemnification pursuant to this Section 18, the Party seeking indemnification (“Indemnitee”) from the other Party (“Indemnitor”) shall (i) promptly notify the Indemnitor in writing of such Third Party Claim with respect to which it seeks indemnity; (ii) permit the Indemnitor party's indemnity obligations apply, and will not incur significant costs or its insurer to control the defence of such claims and any related settlement negotiations subject to the Indemnitor accepting its obligation towards the Indemnitee to indemnify the alleged claim fully; and (iii) cooperate and, at the Indemnitor’s request and expense, assist the Indemnitor with the defence of such claims, including, but not limited to, in gathering all relevant information expenses with respect to any such Third Party Claimclaim, and the names and addresses of the affected parties and witnesses. Notwithstanding the aforementioned clause (iii), the Indemnitee may, at its own expense, participate in the defence of such Third Party Claim with counsel of its own choosing. The Indemnitor shall not settle any such claim without the prior written consent of the Indemniteeother party, such consent which shall not to be unreasonably withheld.