Common use of Procedures for Defense Settlement and Indemnification of Third Party Claims Clause in Contracts

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) Each Person seeking indemnification under this Article IV (the “Indemnitee”) will give prompt written notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any Third Party (“Third-Party Claim”); provided that the failure of the Indemnitee to give notice as provided in this Section 4.04(a) will not relieve any Indemnifying Party of its obligations under Section 4.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnitee’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnitee relating to the Third-Party Claim and the Indemnitee will provide the Indemnifying Party with such other Information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party will have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.04, to assume control of, and defend against, negotiate, settle (subject to Section 4.04(b)) or otherwise deal with such Third-Party Claim, but the Indemnitee may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. In the case of any Third-Party Claim for which indemnification is sought, the Indemnifying Party will have the right, upon written notice to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, or fails to provide the Indemnitee with notice of its intent to assume control of and defend against any Third-Party Claim within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.04(b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party will assume the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, in the defense of such Third-Party Claim; provided that such Indemnitee will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnitee and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party will not be required to pay for more than one such counsel for all Indemnitees in connection with any Third-Party Claim. Notwithstanding the foregoing, participation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, which the Indemnifying Party will consider or respond to in good faith but the Indemnifying Party will not be obligated to act upon and, subject to the terms of this Article IV, such comments or questions will not alter or limit the Indemnifying Party’s obligations as set forth in this Agreement.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) Each Person seeking indemnification under this Article IV (the “Indemnitee”) will give prompt written notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any Third Party third party (“Third-Party Claim”); Claim”); provided that the failure of the Indemnitee to give notice as provided in this Section 4.04(a4.05(a) will not relieve any Indemnifying Party of its obligations under Section 4.024.03, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnitee’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnitee relating to the Third-Party Claim and the Indemnitee will provide the Indemnifying Party with such other Information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party will have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.044.05, to assume control of, and defend against, negotiate, settle (subject to Section 4.04(b4.05(b)) or otherwise deal with such Third-Party Claim, but the Indemnitee may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. In the case of any Third-Party Claim for which indemnification is sought, the Indemnifying Party will have the right, upon written notice to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, or fails to provide the Indemnitee with notice of its intent to assume control of and defend against any Third-Party Claim within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.04(b4.05(b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party will assume the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, in the defense of such Third-Party Claim; Claim; provided that such Indemnitee will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnitee and the Indemnifying Party that would make such separate representation advisable; advisable; provided, further that the Indemnifying Party will not be required to pay for more than one such counsel for all Indemnitees Indemnified Parties in connection with any Third-Party Claim. Notwithstanding the foregoing, participation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, which the Indemnifying Party will consider or respond to in good faith but the Indemnifying Party will not be obligated to act upon and, subject to the terms of this Article IV, such comments or questions will not alter or limit the Indemnifying Party’s obligations as set forth in this Agreement.

Procedures for Defense Settlement and Indemnification of Third Party Claims. (a) Each Person seeking A Party entitled to indemnification under pursuant to this Article IV 6 (the “Indemnitee”"Indemnified Party") will give prompt written notice in connection with an Action initiated by a third party (any such claim or Action, a "Third Party Claim"), shall notify the Party obligated to the Person from whom indemnification is sought indemnify it (the “"Indemnifying Party”") in writing, and in reasonable detail, of the assertion of any claim or the commencement of any Action by any that Third Party (“Third-Claim as soon as practicable after receipt of notice of that Third Party Claim”); provided Claim, except that the any failure of the Indemnitee to give notice as provided in this Section 4.04(a) will any such notification shall not relieve any affect the Indemnifying Party's obligation to indemnify the Indemnified Party of its obligations under Section 4.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnitee). Thereafter, the Indemnitee will deliver to the Indemnifying Party, 's ability to provide indemnification is prejudiced as promptly as reasonably practicable following the Indemnitee’s receipt thereof, copies a result of all written notices and documents (including any court papers) received by the Indemnitee relating to the Third-Party Claim and the Indemnitee will provide the Indemnifying Party with such other Information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Partythat failure. The Indemnifying Party will have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 4.04, to assume control of, and defend against, negotiate, settle (subject to Section 4.04(b)) or otherwise deal with such Third-Party Claim, but the Indemnitee may nonetheless participate in the defense of such Third-the Third Party Claim and, if it so chooses, assume at its expense the defense of that Third Party Claim with counsel of its own choice; provided that such counsel and at its own expense. In the case of any Third-Party Claim for which indemnification is sought, the Indemnifying Party will have the right, upon written notice must be reasonably satisfactory to the Indemnitee within 30 days after receipt of the notice of such claim (the “Indemnification Dispute Period”), to assume control of and defend against such Third-Party ClaimIndemnified Party. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with assumes the defense of any Third-Third Party Claim, or fails the Indemnified Party shall also be entitled to provide participate in the Indemnitee with notice defense of its intent to assume control of and defend against any Third-the Third Party Claim within the Indemnification Dispute Periodand to employ counsel, then the Indemnitee may defend against, negotiate, settle at its own expense (subject to Section 4.04(bthe foregoing sentence)) , separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall be entitled to control that defense except as stated herein. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the defense of any Third Party Claim or otherwise deal with such Third-Party Claimas stated herein. If the Indemnifying Party will assume chooses to defend or prosecute a Third Party Claim, the defense of any Third-Party Claim pursuant to this Article IV, then the Indemnitee may participate, at his or its own expense, Parties shall cooperate in the defense or prosecution of such Third-that Third Party Claim; provided that such Indemnitee will be entitled Claim, including by retaining and providing to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. In the event that a matter arises that would give rise to a claim of indemnification both by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel Silan against Sipex and by Sipex against Silan, then, to the Indemnifying Partyextent of such overlapping claim of indemnification, a material conflict exists between Silan's obligation to indemnify Sipex shall prevail and Sipex shall not have the Indemnitee and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party will not be required obligation to pay for more than one such counsel for all Indemnitees in connection with any Third-Party Claim. Notwithstanding the foregoing, participation by the Indemnitee will allow the Indemnitee to consult with independent counsel or advisors and to submit comments and questions, which the Indemnifying Party will consider or respond to in good faith indemnify Silan (but the Indemnifying Party will not be obligated to act upon and, subject only to the terms extent of this Article IV, such comments or questions will not alter or limit the Indemnifying Party’s obligations as set forth in this Agreementoverlapping claim).