Common use of Procedure of Indemnification Clause in Contracts

Procedure of Indemnification. 16.3.1 No party hereto seeking indemnification hereunder is required to take any action or make any claim to any third person as a precondition of seeking indemnification from the other(s) hereunder. The party seeking indemnification (the “Claimant”) shall promptly (but in any event within fifteen (15) days of receiving notice of, or discovery of facts related to any matter or item which forms a basis for indemnification hereunder (a “Claim”) provide written notice thereof to the indemnifying party (but the failure to so notify within such time shall not relieve the indemnifying party of any liability it may have under Section 16 except to the extent it has been prejudiced by such failure). The Claimant shall afford the indemnifying party or parties, or their authorized representatives, the opportunity to (i) defend, discharge or compromise such Claim (provided, however, that the indemnifying party shall not discharge or compromise such Claim or consent to the entry of any judgment against the Claimant which does not include as an unconditional term thereof (i.e., there being no requirement that the Claimant pay any amount of money or give any other consideration), the giving by the plaintiff or complaining party of a release, in form and substance reasonably satisfactory to the Claimant, from all liability in respect of such Claim) and, (ii) examine the books and records of the Claimant insofar as they relate to such Claim and to copy or make extracts therefrom, and will (at the expense of the indemnifying party) provide full cooperation of itself and its employees and agents with respect to such Claim. At an indemnifying party’s request and expense, the Claimant will assign any claims or rights which the Claimant may have against any third party in an action against the third parties, and, at the indemnifying party’s expense, the Claimant will cooperate fully with the indemnifying party in pursuing any such claim or right. 16.3.2 Subject to the provisions of Section 16.3.1 above, the indemnifying party or parties may, within twenty (20) days after the Claimant has given notice of the Claim, give notice to the Claimant that the indemnifying party or parties intend to litigate or otherwise attempt to resolve the claim identified in the Claimant’s notice. Upon such notice from the indemnifying party or parties to the Claimant, Claimant shall have the right to participate at its expense in the defense of any such Claim. The indemnifying party or parties shall keep the Claimant apprised of all material developments in connection with any such Claim. 16.3.3 Notwithstanding anything contained in this Agreement, the indemnifying party or parties will not be obligated to pay to Claimant the monies so claimed until such monies have been actually paid to such third person in accordance with the provisions of this Agreement. 16.3.4 Notwithstanding the foregoing Section 16.3.3, if as a result of any Claim, a judgment is entered against Claimant in a court of competent jurisdiction, or a Lien attaches to any property or asset of Claimant, or any injunction, order or decree is obtained in any court of competent jurisdiction which materially and adversely affects or threatens to materially affect the assets, property, business or operations of Claimant, Claimant will be entitled to discharge, compromise or settle such Claim in good faith with the prior written consent of the indemnifying party or parties (which shall not be unreasonably withheld). 16.3.5 Subject to Section 16.3.3, all amounts incurred or paid by the Claimant for which it is entitled to indemnification by the indemnifying party or parties pursuant to the terms and conditions of this Agreement shall be promptly reimbursed to it by the indemnifying party or parties; and if not reimbursed within thirty (30) days of written request therefor, Claimant shall have the right to offset from any other amounts it owes to the indemnifying party or parties. In the event Claimant collects or retains an amount in excess of the amount of claim or Lien, including reasonable costs and expenses including attorneys’ fees, Claimant shall return such funds to the indemnifying party. Claimant shall promptly use all reasonable efforts to cause third parties who are liable to it or to the indemnifying party, to cause such third parties to reimburse the indemnifying party for payment made by it to Claimant; and Claimant shall subrogate the indemnifying party to Claimant’s rights against third parties, with respect to claims paid by the indemnifying party to Claimant.

Procedure of Indemnification. 16.3.1 No party hereto seeking indemnification hereunder is Neither Purchaser nor Seller nor Met-Coil are required to take any action or make any claim to any third person as a precondition of seeking indemnification from the other(s) hereunder. The party seeking indemnification (the “"Claimant”") shall promptly (but in any event within fifteen (15) days give notice to the indemnifying party or parties of receiving notice of, or discovery of facts related to any matter or item which forms a basis for indemnification hereunder (a “"Claim”) provide written notice thereof to the indemnifying party (but the failure to so notify within such time shall not relieve the indemnifying party of any liability it may have under Section 16 except to the extent it has been prejudiced by such failure"). The Claimant shall afford the indemnifying party or parties, or their authorized representatives, the opportunity to (i) defend, discharge or compromise such Claim (provided, however, that the indemnifying party shall not discharge or compromise such Claim or consent to the entry of any judgment against the Claimant which does not include as an unconditional term thereof (i.e., there being no requirement that the Claimant pay any amount of money or give any other consideration), the giving by the plaintiff or complaining party of a release, in form and substance reasonably satisfactory to the Claimant, from all liability in respect of such Claim) and, (ii) examine the books and records of the Claimant insofar as they relate to such Claim and to copy or make extracts therefrom, and will (at the expense of the indemnifying party) provide full cooperation of itself and its employees and agents with respect to such Claim. At an indemnifying party’s 's request and expense, the Claimant will assign any claims or rights which the Claimant may have against any third party in an action against the third parties, and, at the indemnifying party’s 's expense, the Claimant will cooperate fully with the indemnifying party in pursuing any such claim or right. 16.3.2 Subject to the provisions of Section 16.3.1 above, the The indemnifying party or parties may, within twenty (20) days after the Claimant has given notice of the Claim, give notice to the Claimant that the indemnifying party or parties intend to litigate or otherwise attempt to resolve the claim identified in the Claimant’s 's notice. Upon such notice from the indemnifying party or parties to the Claimant: (1) the indemnifying party or parties, or any of them, shall have the right, at their sole cost and expense and without liability, cost or expense, to Claimant, to prosecute any such proceeding, defend any such Claim or otherwise attempt to resolve the Claim (including, but not limited to, settling such claim by paying all amounts in settlement), and (ii) Claimant shall have the right to participate at its expense in the defense of any such Claim. The indemnifying party or parties shall keep the Claimant apprised appraised of all material developments in connection with any such Claim. 16.3.3 Notwithstanding anything contained in this Agreement, the indemnifying party or parties will not be obligated to pay to Claimant the monies so claimed until such monies have been actually paid to such third person in accordance with the provisions of this Agreement. 16.3.4 Notwithstanding the foregoing Section 16.3.3, if as a result of any Claim, a judgment is entered against Claimant in a court of competent jurisdiction, or a Lien attaches to any property or asset of Claimant, or any injunction, order or decree is obtained in any court of competent jurisdiction which materially and adversely affects or threatens to materially affect the assets, property, business or operations of Claimant, Claimant will be entitled to discharge, compromise or settle such Claim in good faith with the prior written consent of the indemnifying party or parties (which shall not be unreasonably withheld). 16.3.5 Subject to Section 16.3.3, all amounts incurred or paid by the Claimant for which it is entitled to indemnification by the indemnifying party or parties pursuant to the terms and conditions of this Agreement shall be promptly reimbursed to it by the indemnifying party or parties; and if not reimbursed within thirty (30) days of written request therefor, Claimant shall have the right to offset from any other amounts it owes to the indemnifying party or parties. In the event Claimant collects or retains an amount in excess of the amount of claim or Lien, including reasonable costs and expenses including attorneys’ fees, Claimant shall return such funds to the indemnifying party. Claimant shall promptly use all reasonable efforts to cause third parties who are liable to it or to the indemnifying party, to cause such third parties to reimburse the indemnifying party for payment made by it to Claimant; and Claimant shall subrogate the indemnifying party to Claimant’s rights against third parties, with respect to claims paid by the indemnifying party to Claimant.

Procedure of Indemnification. 16.3.1 No party hereto seeking A Party which intends to seek indemnification hereunder is required under this Section 9 (such Party hereinafter referred to take any action or make any claim to any third person as a precondition of seeking indemnification from the other(s) hereunder. The party seeking indemnification (the “ClaimantIndemnitee”) for a Loss in respect to a claim by a Third Party (“Third Party Claim”), shall promptly (but in any event within fifteen (15) days of receiving notice of, or discovery of facts related to any matter or item which forms a basis for indemnification hereunder (a “Claim”) provide give written notice thereof to the indemnifying party Party from whom indemnification is sought (but such other Party hereinafter referred to as the failure to so notify “Indemnitor”) within a reasonable period of time after the assertion of such time shall not relieve the indemnifying party of any liability it may have under Section 16 except to the extent it has been prejudiced by such failure). The Claimant shall afford the indemnifying party or parties, or their authorized representatives, the opportunity to (i) defend, discharge or compromise such Claim (Third Party Claim; provided, however, that the indemnifying party failure to provide written notice of such Third Party Claim within a reasonable period of time shall not discharge or compromise such Claim or consent relieve Indemnitor of any of its obligations hereunder, except to the entry extent that Indemnitor is materially prejudiced by such failure. Indemnitor may assume the complete control of the defense, compromise or settlement of any judgment against the Claimant which does not include as an unconditional term thereof Third Party Claim (i.e., there being no requirement provided that the Claimant pay any amount settlement of money any Third Party Claim that: (i) subjects Indemnitee to any non-indemnified liability; or give any other consideration), the giving by the plaintiff or complaining party of a release, in form and substance reasonably satisfactory to the Claimant, from all liability in respect of such Claim) and, (ii) examine admits fault or wrongdoing on the books and records part of the Claimant insofar as they relate to such Claim and to copy or make extracts therefrom, and will (at the expense of the indemnifying party) provide full cooperation of itself and its employees and agents with respect to such Claim. At an indemnifying party’s request and expense, the Claimant will assign any claims or rights which the Claimant may have against any third party in an action against the third parties, and, at the indemnifying party’s expense, the Claimant will cooperate fully with the indemnifying party in pursuing any such claim or right. 16.3.2 Subject to the provisions of Section 16.3.1 above, the indemnifying party or parties may, within twenty (20) days after the Claimant has given notice of the Claim, give notice to the Claimant that the indemnifying party or parties intend to litigate or otherwise attempt to resolve the claim identified in the Claimant’s notice. Upon such notice from the indemnifying party or parties to the Claimant, Claimant Indemnitee shall have the right to participate at its expense in the defense of any such Claim. The indemnifying party or parties shall keep the Claimant apprised of all material developments in connection with any such Claim. 16.3.3 Notwithstanding anything contained in this Agreement, the indemnifying party or parties will not be obligated to pay to Claimant the monies so claimed until such monies have been actually paid to such third person in accordance with the provisions of this Agreement. 16.3.4 Notwithstanding the foregoing Section 16.3.3, if as a result of any Claim, a judgment is entered against Claimant in a court of competent jurisdiction, or a Lien attaches to any property or asset of Claimant, or any injunction, order or decree is obtained in any court of competent jurisdiction which materially and adversely affects or threatens to materially affect the assets, property, business or operations of Claimant, Claimant will be entitled to discharge, compromise or settle such Claim in good faith with require the prior written consent of the indemnifying party or parties (which such Indemnitee, provided such consent shall not be unreasonably withheld). 16.3.5 Subject to Section 16.3.3, all amounts incurred or paid by the Claimant for which it is including, at its own expense, employment of legal counsel, and at any time thereafter Indemnitor shall be entitled to indemnification by exercise, on behalf of Indemnitee, any rights which may mitigate the indemnifying party extent or parties pursuant amount of such Third Party Claim; provided, however, that if Indemnitor shall have exercised its right to assume control of such Third Party Claim, Indemnitee (x) may, in its sole discretion and at its own expense, employ legal counsel to represent it (in addition to the terms legal counsel employed by Indemnitor) in any such matter, and conditions of this Agreement in such event legal counsel selected by Indemnitee shall be promptly reimbursed required to it by confer and cooperate with the indemnifying party counsel of Indemnitor in such defense, compromise or partiessettlement for the purpose of informing and sharing information with Indemnitor; (y) shall, at Indemnitor’s own expense, make available to Indemnitor those employees, officers, contractors, and directors of Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist Indemnitor in evaluating and in defending any such Third Party Claim; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee; and if not reimbursed within thirty (30z) days shall otherwise fully cooperate with Indemnitor and its legal counsel in the investigation and defense of written request therefor, Claimant shall have the right to offset from any other amounts it owes to the indemnifying party or parties. In the event Claimant collects or retains an amount in excess of the amount of claim or Lien, including reasonable costs and expenses including attorneys’ fees, Claimant shall return such funds to the indemnifying party. Claimant shall promptly use all reasonable efforts to cause third parties who are liable to it or to the indemnifying party, to cause such third parties to reimburse the indemnifying party for payment made by it to Claimant; and Claimant shall subrogate the indemnifying party to Claimant’s rights against third parties, with respect to claims paid by the indemnifying party to ClaimantThird Party Claim.

Procedure of Indemnification. 16.3.1 No party hereto seeking indemnification hereunder is Neither Purchaser nor Seller are required to take any action or make any claim to any third person as a precondition of seeking indemnification from the other(s) hereunder. The party seeking indemnification (the “"Claimant”") shall promptly (but in any event within fifteen (15) days give notice to the indemnifying party or parties of receiving notice of, or discovery of facts related to any matter or item which forms a basis for indemnification hereunder (a “"Claim”) provide written notice thereof to the indemnifying party (but the failure to so notify within such time shall not relieve the indemnifying party of any liability it may have under Section 16 except to the extent it has been prejudiced by such failure"). The Claimant shall afford the indemnifying party or parties, or their authorized representatives, the opportunity to (i) defend, discharge or compromise such Claim (provided, however, that the indemnifying party shall not discharge or compromise such Claim or consent to the entry of any judgment against the Claimant which does not include as an unconditional term thereof (i.e., there being no requirement that the Claimant pay any amount of money or give any other consideration), the giving by the plaintiff or complaining party of a release, in form and substance reasonably satisfactory to the Claimant, from all liability in respect of such Claim) and, (ii) examine the books and records of the Claimant insofar as they relate to such Claim and to copy or make extracts therefrom, and will (at the expense of the indemnifying party) provide full cooperation of itself and its employees and agents with respect to such Claim. At an indemnifying party’s 's request and expense, the Claimant will assign any claims or rights which the Claimant may have against any third party in an action against the third parties, and, at the indemnifying party’s 's expense, the Claimant will cooperate fully with the indemnifying party in pursuing any such claim or right. 16.3.2 Subject to the provisions of Section 16.3.1 above, the The indemnifying party or parties may, within twenty (20) days after the Claimant has given notice of the Claim, give notice to the Claimant that the indemnifying party or parties intend to litigate or otherwise attempt to resolve the claim identified in the Claimant’s 's notice. Upon such notice from the indemnifying party or parties to the Claimant: (i) the indemnifying party or parties, or any of them, shall have the right, at their sole cost and expense and without liability, cost or expense, to Claimant, to prosecute any such proceeding, defend any such Claim or otherwise attempt to resolve the Claim (including, but not limited to, settling such claim by paying all amounts in settlement), and (ii) Claimant shall have the right to participate at its expense in the defense of any such Claim. The indemnifying party or parties shall keep the Claimant apprised appraised of all material developments in connection with any such Claim. 16.3.3 Notwithstanding anything contained in this Agreement, the indemnifying party or parties will not be obligated to pay to Claimant the monies so claimed until such monies have been actually paid to such third person in accordance with the provisions of this Agreement. 16.3.4 Notwithstanding the foregoing Section 16.3.3, if as a result of any Claim, a judgment is entered against Claimant in a court of competent jurisdiction, or a Lien attaches to any property or asset of Claimant, or any injunction, order or decree is obtained in any court of competent jurisdiction which materially and adversely affects or threatens to materially affect the assets, property, business or operations of Claimant, Claimant will be entitled to discharge, compromise or settle such Claim in good faith with the prior written consent of the indemnifying party or parties (which shall not be unreasonably withheld). 16.3.5 Subject to Section 16.3.3, all amounts incurred or paid by the Claimant for which it is entitled to indemnification by the indemnifying party or parties pursuant to the terms and conditions of this Agreement shall be promptly reimbursed to it by the indemnifying party or parties; and if not reimbursed within thirty (30) days of written request therefor, Claimant shall have the right to offset from any other amounts it owes to the indemnifying party or parties. In the event Claimant collects or retains an amount in excess of the amount of claim or Lien, including reasonable costs and expenses including attorneys’ fees, Claimant shall return such funds to the indemnifying party. Claimant shall promptly use all reasonable efforts to cause third parties who are liable to it or to the indemnifying party, to cause such third parties to reimburse the indemnifying party for payment made by it to Claimant; and Claimant shall subrogate the indemnifying party to Claimant’s rights against third parties, with respect to claims paid by the indemnifying party to Claimant.