Procedure – Indemnities Clause Samples

Procedure – Indemnities. Any Person seeking indemnification as payment under this Article shall give reasonably prompt notice thereof to the party from whom indemnification is sought. The party from whom indemnification is sought shall have the sole right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification is sought in any manner it deems appropriate without the consent of the other party if, but only if, it has agreed that the matters in the action are indemnified pursuant to Sections 6.1 and 6.

Procedure – Indemnities. If either Party (the "Indemnified Party") shall receive notice of an action asserting a liability for which it is indemnified under this Article 6, it shall promptly notify the Party against whom indemnity is sought (the "Indemnifying Party"). The failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations to provide indemnification hereunder, except to the extent its defense of the action is materially prejudiced thereby. The Indemnifying Party may participate in the defense of such action and may assume the defense with counsel satisfactory to the Indemnified Party if the Indemnifying Party shall have confirmed in writing its obligation to provide indemnification for the liability asserted in such action. If the Indemnified Party shall reasonably conclude that its interests in such action are materially different from those of the Indemnifying Party or that it may have defenses that are different from or in addition to those available to the Indemnifying Party, the Indemnified Party, at its own expense, may use separate counsel to assert such defenses and otherwise participate in the defense of such action. If the Indemnifying Party shall assume the defense with counsel satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable for any legal expenses (other than investigation expenses) subsequently incurred by the Indemnified Party, unless the Indemnified Party shall have employed separate counsel in accordance with the preceding sentence.

Procedure – Indemnities. Any Party seeking indemnification hereunder shall give reasonably prompt notice thereof to the Party from whom indemnification is sought. The Party from whom indemnification is sought shall have the sole right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification is sought in any manner it deems appropriate without the consent of the other Party if but only if it has agreed that the matters in the action are indemnified pursuant to this Article 7.

Procedure – Indemnities. ‌ An Indemnified seeking indemnification shall give reasonably prompt Notice of Claim thereof to the Indemnifier from whom indemnification is sought, provided that if the Party seeking indemnification fails to provide notice to the Indemnifier prior to the expiry of the Survival Period the party seeking indemnification shall be deemed to have forfeited its right to indemnification with respect to such Indemnified Losses. The Indemnifier shall have the right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification is sought in consultation with and with the consent of the Indemnified, acting reasonably, if and only if it has agreed that the matters in the action are indemnified pursuant to Sections 8.1 or 8.2, as applicable, and has provided security to the Indemnified in the form of a Letter of Credit in the full amount claimed in connection with such action, unless the amount claimed in connection with such action is in excess of the amount determined pursuant to Section 8.3(a) in which event the Indemnifier shall have provided security to the Indemnified in the form of a Letter of Credit in the amount determined pursuant to Section 8.3(a). The Letter of Credit shall be issued on terms satisfactory to the Indemnified, acting reasonably, including that the Indemnified shall be entitled to present the Letter of Credit for payment to satisfy any claim finally determined in such action or if the Indemnifier does not renew or provide a renewal Letter of Credit at least thirty (30) days prior to the expiry of any subsisting Letter of Credit.

Procedure – Indemnities. The following procedures shall be applicable to any Claim by the Purchaser Indemnified Parties or the Vendor Indemnified Parties, as applicable (the “Indemnitee”) for indemnification pursuant to this Agreement from the indemnifying Party (the “Indemnitor”) in respect of a Claim by a Third Party: (a) upon the Third Party claim being made against or commenced against the Indemnitee, the Indemnitee shall within 10 Business Days of its receipt thereof provide notice thereof to the Indemnitor. The notice shall describe the Third Party claim in reasonable detail and indicate the estimated amount, if practicable, of the indemnifiable losses that has been or may be sustained by the Indemnitee in respect thereof. If the Indemnitee does not provide notice to the Indemnitor within such 10 Business Day period, then such failure shall only lessen or limit the Indemnitee’s rights to indemnity hereunder to the extent that the defence of the Third Party claim was prejudiced by such lack of timely notice; (b) if the Indemnitor acknowledges to the Indemnitee in writing that the Indemnitor is responsible to indemnify the Indemnitee in respect of the Third Party claim pursuant hereto, the Indemnitor shall have the right to do either or both of the following: (i) assume carriage of the defence of the Third Party claim using legal counsel of its choice and at its sole cost; and/or (ii) settle the Third Party claim provided the Indemnitor pays the full monetary amount of the settlement and the settlement does not impose any restrictions or obligations on the Indemnitee; (c) the Indemnitee and the Indemnitor shall co-operate with the other in the defence of the Third Party claim, including making available to the other, its directors, officers, employees and consultants whose assistance, testimony or presence is of material assistance in evaluation and defending the Third Party claim; (d) the Indemnitee shall not enter into any settlement, consent order or other compromise with respect to the Third Party claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed), unless the Indemnitee waives its rights to indemnification in respect of the Third Party claim; (e) upon payment of the Third Party claim, the Indemnitor shall be subrogated to all claims the Indemnitee may have relating thereto. The Indemnitee shall give such further assurances and co-operate with the Indemnitor to permit the Indemnitor to pursue such subrogat...

Procedure – Indemnities. Any Person seeking indemnification (including by way of presentation of Letter of Credit pursuant to Section 9.8) shall give reasonably prompt notice thereof to the Person from whom indemnification is sought. The Party from whom indemnification (including by way of presentation of Letter of Credit pursuant to Section 9.8) is sought shall have the sole right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification (including by way of presentation of Letter of Credit pursuant to Section 9.8) is sought in any manner it deems appropriate without the consent of the other Party if but only if it has agreed that the matters in the action are indemnified pursuant to Sections 9.2 or 9.

Procedure – Indemnities. Any Person seeking indemnification as payment under this Article shall give reasonably prompt notice thereof to the party from whom indemnification is sought. The party from whom indemnification is sought shall have the sole right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification is sought in any manner it deems appropriate without the consent of the other Party if, but only if, it has agreed that the matters in the action are indemnified pursuant to Sections 7.1, 7.2 and 7.3. If the Party from whom indemnification is sought pays the indemnified amount to the other Party seeking indemnification, the paying Party shall not be responsible for any costs described in Section 7.4 incurred after such payment.