Common use of Procedure for Third Party Claim Indemnification Clause in Contracts

Procedure for Third Party Claim Indemnification. Each Indemnified Party under this Section 11 shall, promptly after the receipt of notice of the commencement of any Claim by a third party against such Indemnified Party in respect of which indemnity may be sought from Seller under this Section 11.2, notify Seller in writing of the commencement thereof. The omission of any Indemnified Party to so notify Seller of any such action shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party under this Section 11 unless, and only to the extent that, such omission results in the Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. Upon making any payment to an Indemnified Party for a loss under this Section 11, the Indemnifying Party shall be subrogated to any rights that the Indemnified Party may have against any other Person with respect to the subject matter underlying such indemnification claim.

Procedure for Third Party Claim Indemnification. Each Indemnified Party under this Section 11 shall, promptly after the receipt of notice of the commencement of any Claim by a third party against such Indemnified Party in respect of which indemnity may be sought from Seller under this Section 11.2, notify Seller in writing of the commencement thereof. The omission of any Indemnified Party to so notify Seller of any such action shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party under this Section 11 unless, and only to the extent that, such omission results in the Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. Upon making any payment to an ​ ​ Indemnified Party for a loss under this Section 11, the Indemnifying Party shall be subrogated to any rights that the Indemnified Party may have against any other Person with respect to the subject matter underlying such indemnification claim.

Procedure for Third Party Claim Indemnification. Each In the event any third party asserts any claim: (a) against the Company with respect to any matter to which the indemnification of Section 8.01(a) may eventually be applicable; or (b) against Servicer with respect to any matters as to which the indemnification of Section 8.01(b) may eventually be applicable, then the Person seeking indemnification (the "Indemnified Party") shall give notice to the other Person (the "Indemnifying Party") of such claim and the Indemnifying Party under this Section 11 shall, promptly after shall have the receipt right at its election to take over the defense or settlement of such claim at its own expense by giving notice of the commencement of any Claim by a third party against such Indemnified Party in respect of which indemnity may be sought from Seller under this Section 11.2, notify Seller election in writing of to the commencement thereofIndemnified Party. The omission of any Indemnified Party to so notify Seller of any such action shall not relieve any If the Indemnifying Party does not give notice and does not proceed to diligently defend such third-party claim within 30 days after notice from any liability which it may have to such Indemnified Party under this Section 11 unless, and only to the extent that, such omission results in the Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party shall have no further right to defend such third-party claim or participate in the negotiation of any settlement but shall reimburse the commencement thereofIndemnified Party for all losses, costs, expenses, damages and liabilities, including without limitation, reasonable attorney's fees and court costs related to the defense or settlement of such third-party claim. The Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding and, upon notice to the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on assist in the other handdefense of any such action or claim in reasonable cooperation with, areand with the reasonable cooperation of, or are reasonably likely to become, a party, such the Indemnified Party shall .The Indemnified Party will have the right to employ separate counsel and to control its own defense counsel in any such action in addition to the counsel to the Indemnifying Party, but the fees and expenses of such Claim if, in counsel will be at the reasonable opinion expense of counsel to such Indemnified Party, either unless (xi) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action; or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses are available to the Indemnified Party that them which are not different from or in addition to those available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; providedit being understood, however, that the Indemnifying Party (i) shall not not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party). The fees and expenses of counsel, except for the Indemnified Party's separate counsel to all Indemnified Parties and retained under circumstances that are not set forth in (i), (ii) shall reimburse and (iii) above, will be at the Indemnified Parties for expense of the Indemnifying Party, and all of such fees and expenses will be reimbursed promptly as they are incurred. No settlement of any such counsel incurred in any action between claim or action, including an admission of liability or the imposition of duties of performance or payment of fines or other monetary amounts upon the Indemnified Party or the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, shall be entered into without the prior written consent of the Indemnified Party or, if the Indemnifying Party is not controlling the proceedings, the Indemnifying Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. Upon making any payment to Any failure by an Indemnified Party for a loss under to comply with the provisions of this Section 11, shall relieve the Indemnifying Party shall be subrogated to any rights that the Indemnified Party may have against any other Person with respect of liability only if such failure is prejudicial to the subject matter underlying position of the Indemnifying Party and then only to the extent of such indemnification claimprejudice.

Procedure for Third Party Claim Indemnification. Each In the event any third Party asserts any claim: (i) against the Company with respect to any matter to which the indemnification of Paragraph 8.1.1 may eventually be applicable; or (ii) against Servicer with respect to any matters as to which the indemnification of Paragraph 8.1.2 may eventually be applicable, then the Party seeking indemnification (the "Indemnified Party") shall give notice to the other Party under this Section 11 shall, promptly after (the receipt "Indemnifying Party") of such claim and the Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim at its own expense by giving notice of the commencement of any Claim by a third party against such Indemnified Party in respect of which indemnity may be sought from Seller under this Section 11.2, notify Seller election in writing of to the commencement thereofIndemnified Party. The omission of any Indemnified Party to so notify Seller of any such action shall not relieve any If the Indemnifying Party does not give notice and does not proceed to diligently defend such third Party claim within thirty (30) days after notice from any liability which it may have to such Indemnified Party under this Section 11 unless, and only to the extent that, such omission results in the Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party shall have no further right to defend such third Party claim or participate in the negotiation of any settlement but shall reimburse the commencement thereofIndemnified Party for all losses, costs, expenses, damages and liabilities, including without limitation, reasonable attorney's fees and court costs related to the defense or settlement of such third Party claim. The Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding and, upon notice to the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on assist in the other handdefense of any such action or claim in reasonable cooperation with, areand with the reasonable cooperation of, or are reasonably likely to become, a party, such the Indemnified Party shall .The Indemnified Party will have the right to employ separate counsel and to control its own defense counsel in any such action in addition to the counsel to the Indemnifying Party, but the fees and expenses of such Claim if, in counsel will be at the reasonable opinion expense of counsel to such Indemnified Party, either unless (xa) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses are available to the Indemnified Party that them which are not different from or in addition to those available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; providedit being understood, however, that the Indemnifying Party (i) shall not not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party). The fees and expenses of counsel, except for the Indemnified Party's separate counsel to all Indemnified Parties retained under circumstances that are not set forth in (a), (b) and (iic) shall reimburse above, will be at the Indemnified Parties for expense of the Indemnifying Party, and all of such fees and expenses will be reimbursed promptly as they are incurred. No settlement of any such counsel incurred in any action between claim or action, including an admission of liability or the imposition of duties of performance or payment of fines or other monetary amounts upon the Indemnified Party or the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, shall be entered into without the prior written consent of the Indemnified Party or, if the Indemnifying Party is not controlling the proceedings, the Indemnifying Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. Upon making any payment to Any failure by an Indemnified Party for a loss under to comply with the provisions of this Section 11, Paragraph shall relieve the Indemnifying Party shall be subrogated to any rights that the Indemnified Party may have against any other Person with respect of liability only if such failure is prejudicial to the subject matter underlying position of the Indemnifying Party and then only to the extent of such indemnification claimprejudice.