Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. Notwithstanding any provision to the contrary, the indemnification obligations set forth in this SECTION 12.1 for Losses arising out of, under or in connection with Third Party claims, actions or causes of action will not apply unless the Party claiming indemnification: (i) promptly notifies the other Party of any matters to which the indemnity may apply and of which the notifying Party has knowledge in order to allow the indemnitor an opportunity to investigate and defend the matter; provided that the failure to so notify will only relieve the indemnitor of its obligations if and to the extent that the indemnitor is prejudiced thereby; and (ii) gives the other Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; provided that the indemnitee will have the right to participate in any legal proceeding or audit to contest and defend a claim for indemnification involving a Third Party and to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense. If the indemnitor fails to promptly assume the defense of the claim, the Party entitled to indemnification may assume the defense at the indemnitor's cost and expense. The indemnitor will not be responsible or liable for any settlement or compromise made without its consent, unless the indemnitee has tendered notice and the indemnitor has then refused to assume and defend the claim and it is later determined that the indemnitor was liable to assume and defend the claim. The indemnitee agrees to cooperate in good faith with the indemnitor at the request and expense of the indemnitor.

Procedures for Third Party Claims. Notwithstanding any provision to the contrary, the The indemnification obligations set forth in this SECTION 12.1 for Losses arising out of, under or in connection with Third Party claims, actions or causes of action Section will not apply unless the Party party claiming indemnification: (ia) promptly notifies the other Party promptly in writing of any matters to in respect of which the indemnity may apply and of which the notifying Party party has knowledge knowledge, in order to allow the indemnitor an the opportunity to investigate and defend the matter; provided provided, however, that the failure to so notify will only relieve the indemnitor of its obligations under this Section 13 if and to the extent that the indemnitor is prejudiced thereby; and and (iib) gives the other Party party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; provided unless such settlement would result in a finding or admission that the indemnitee violated any applicable law, rule or regulation, in which case the indemnitee's approval will be required and provided, however, that the indemnitee will have the right to participate in any legal proceeding or audit to contest and defend a claim for indemnification involving a Third Party third party and to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense. If However, if the indemnitor fails to promptly assume the defense of the claim, the Party entitled to indemnification may assume the defense at the indemnitor's cost and expense. The indemnitor will not be responsible or liable for any settlement or compromise made without its consent, unless the indemnitee has tendered notice and the indemnitor has then refused to assume and defend the claim and it is later determined that the indemnitor was liable to assume and defend the claim. The indemnitee agrees to cooperate in good faith with the indemnitor at the request and expense of the indemnitor.

Procedures for Third Party Claims. Notwithstanding any provision to the contrary, the indemnification obligations set forth in this SECTION 12.1 for Losses arising out of, under or in connection with Third Party claims, actions or causes of action will not apply unless the Party claiming indemnification: (i) promptly notifies the other Party of any matters to which the indemnity may apply and of which the notifying Party has knowledge in order to allow the indemnitor an opportunity to investigate and defend the matter; provided that the failure to so notify will only relieve the indemnitor of its obligations if and to the extent that the indemnitor is prejudiced thereby; and (ii) gives the other Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; provided that the indemnitee will have the right to participate in any legal proceeding or audit to contest and defend a claim for indemnification involving a Third Party and to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense. If the indemnitor fails to promptly assume the defense of the claim, the Party entitled to indemnification may assume the defense at the indemnitor's cost and expense. The indemnitor will not be responsible or liable for any settlement or compromise made without its consent, consent unless the indemnitee has tendered notice and the indemnitor has then refused to assume and defend the claim and it is later determined that the indemnitor was liable to assume and defend the claim. The indemnitee agrees to cooperate in good faith with the indemnitor at the request and expense of the indemnitor.