Common use of Procedures – General Indemnities Clause in Contracts

Procedures – General Indemnities. If a Party (the "Claiming Party") wishes to seek indemnification from or make a Claim against another Party (the "Indemnifying Party") pursuant to Clause 8.1, 8.2, 8.3 or 8.4, as applicable, the following shall apply: (a) Promptly after acquiring knowledge of the subject matter of the Claim or the Losses and Liabilities in respect of which indemnification is to be sought or a Claim is to be made (an "Indemnified Matter"), the Claiming Party shall provide written notice thereof to the Indemnifying Party, provided that, failure to give such notice will not limit or lessen the rights of the Claiming Party under this Agreement except to the extent that the Indemnifying Party is prejudiced in its contest or defence of the Indemnified Matter as a result of such failure. Such notice shall describe the nature of the Indemnified Matter in reasonable detail and indicate, if reasonably ascertainable, the Claiming Party's good faith estimate of the amount for which the Indemnifying Party may be liable under this Agreement in respect of such Indemnified Matter. (b) If the Indemnified Matter relates to a Claim made or brought by a Third Party: (i) The Indemnifying Party shall have the right to participate in or to elect to assume control of the defence or dispute of any such Claim. Any such participation in or assumption of the control of the defence or dispute of the Claim shall be at the Indemnifying Party's sole expense and legal counsel chosen by the Indemnifying Party shall be used in connection therewith, subject to Clause 8.6(b)(ii). The Claiming Party shall provide all reasonable assistance that the Indemnifying Party may reasonably request in connection with such defence or dispute. (ii) The Claiming Party shall have the right to participate in the defence or dispute of any such Claim using counsel of its own choice if representation of both the Claiming Party and the Indemnifying Party by the same counsel would be inappropriate due to conflicting interests between the Parties, including Claims that would be partially excluded from indemnification by the Indemnifying Party or for which the Indemnifying Party may otherwise not be liable by virtue of another provision of this Agreement. The Indemnifying Party shall be liable for the costs of such additional counsel retained by the Claiming Party, but only to the extent that such costs pertain to the defence or dispute of the Indemnified Matter. (iii) The Claiming Party shall not settle or compromise, or propose to settle or compromise, any such Claim without first obtaining the consent of the Indemnifying Party, provided that, such consent shall not be required if: (1) the Indemnifying Party denies or disputes that the particular Claim constitutes an Indemnified Matter and refuses to take responsibility for the defence or dispute thereof as provided above; (1) the Indemnifying Party fails to respond to any notice of the Indemnified Matter given by the Claiming Party in accordance with Clause 8.6(a) within 15 days of receipt thereof; or (1) the Indemnifying Party either refuses or fails to defend or dispute such Claim after assuming responsibility for the defence or dispute thereof as provided above. In each such case, the Claiming Party shall be entitled to defend, dispute, settle or compromise such Claim in any manner it determines to be appropriate, acting reasonably and in good faith, subject to any limitations set forth or provided for elsewhere in this Agreement. (c) If the Indemnified Matter relates to Losses and Liabilities directly suffered, sustained, paid or incurred by the Claiming Party (and, if applicable, the Claiming Party's Additional Indemnitees), the Indemnifying Party shall give written notice to the Claiming Party indicating whether or not the Indemnifying Party accepts liability for, and the obligation to defend, indemnify and save harmless the Claiming Party (and, if applicable, the Claiming Party's Additional Indemnitees) in respect of, such Indemnified Matter within 30 days after receipt of the Claiming Party's notice given in accordance with Clause 8.6(a), and:

Procedures – General Indemnities. If a Party (the "Claiming Party") wishes to seek claim indemnification from or make a Claim against another the other Party (the "Indemnifying Party") pursuant to Clause 8.16.1, 8.26.2, 8.3 6.3 or 8.4, as applicable6.4, the following shall apply: (a) Promptly after acquiring knowledge of the subject matter of the Claim or the Losses and Liabilities in respect of which the claim for indemnification is to be sought or a Claim is to be made (an "Indemnified Matter"), the Claiming Party shall provide written notice thereof to the Indemnifying Party, provided that, failure to give such notice will not limit or lessen the rights right of the Claiming Party to indemnity under this Agreement except to the extent that the Indemnifying Party is prejudiced in its contest or defence of the Indemnified Matter as a result of such failure. Such notice shall describe the nature of the Indemnified Matter in reasonable detail and indicate, if reasonably ascertainable, the Claiming Party's good faith estimate of the amount for which the Indemnifying Party may be liable under this Agreement in respect of such Indemnified Matter. (b) If the Indemnified Matter relates to a Claim made or brought by a Third Party: (i) The Indemnifying Party shall have the right to participate in or to elect to assume control of the defence or dispute of any such Claim. Any such participation in or assumption of the control of the defence or dispute of the Claim shall be at the Indemnifying Party's sole own expense and legal use counsel chosen by the Indemnifying Party shall be used in connection therewith, subject to Clause 8.6(b)(ii)Party. The Claiming Party shall provide all reasonable assistance that the Indemnifying Party may reasonably request in connection with such defence or dispute. (ii) The Claiming Party shall have the right to participate in the defence or dispute of any such Claim Indemnified Matter using counsel of its own choice if representation of both the Claiming Party and the Indemnifying Party by the same counsel would be inappropriate due to conflicting interests between of the two Parties, including Claims that would be partially excluded from indemnification by the Indemnifying Party or for which the Indemnifying Party may otherwise not be liable by virtue of another provision of this Agreement. The Indemnifying Party shall be liable for the costs of such additional counsel retained by the Claiming Party, but only to the extent that such costs pertain to the defence or dispute of the Indemnified Matter. (iii) The Claiming Party shall not settle or compromise, or propose to settle or compromise, any such Claim Indemnified Matter without first obtaining the consent of the Indemnifying Party, provided that, such consent shall not be required if: (1A) the Indemnifying Party denies or disputes that the particular Claim constitutes an Indemnified Matter and refuses to take responsibility for the defence or dispute thereof as provided above; (1B) the Indemnifying Party fails to respond to any notice of the Indemnified Matter given by the Claiming Party in accordance with Clause 8.6(a6.7(a) within 15 fifteen (15) days of receipt thereofthereof by the Indemnifying Party; or (1C) the Indemnifying Party either refuses or fails to defend or dispute such Claim Indemnified Matter after assuming responsibility for the defence or dispute thereof as provided above. In each such a case, the Claiming Party shall be entitled to defend, dispute, settle or compromise such a Claim by a Third Party in any manner it determines to be appropriate, acting reasonably and in good faith, subject to any limitations set forth or provided for elsewhere in this Agreement. (c) If the Indemnified Matter relates to Losses and Liabilities directly suffered, sustained, paid or incurred by the Claiming Party (and, if applicable, or any of the Claiming Party's Additional Indemnitees)Related Persons, the Indemnifying Party shall give written notice respond to the Claiming Party indicating as to whether or not the Indemnifying Party accepts liability for, and the obligation to defend, indemnify and save harmless the Claiming Party (and, if applicable, the Claiming Party's Additional Indemnitees) in respect of, for such Indemnified Matter within 30 thirty (30) days after of receipt of the Claiming Party's notice given in accordance with Clause 8.6(a), 6.7(a) and: (i) if the Indemnifying Party does not respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted its liability for such Indemnified Matter; (ii) if the Indemnifying Party accepts its liability for such Indemnified Matter, the Indemnifying Party shall discharge its liability to indemnify the Claiming Party within ten (10) days after the end of the initial thirty (30) day notice period; and (iii) if the Indemnifying Party disputes whether the particular Losses and Liabilities constitute an Indemnified Matter or the amount of such Losses or Liabilities for which the Indemnifying Party is liable within such thirty (30) day period, or if the Indemnifying Party accepts or is deemed to have accepted liability for such Indemnified Matter, but fails to discharge such liability within the specified period, the Claiming Party shall be free to seek to enforce its right to indemnification in respect of such Indemnified Matter under this Agreement in any manner that it deems appropriate. (d) If the Indemnifying Party has paid an amount in respect of an Indemnified Matter pursuant to this Agreement, then: (i) the Indemnifying Party will be subrogated to all and any Claims that the Claiming Party may have relating thereto without any further action; (ii) the Claiming Party, without limiting its rights to the indemnity under this Agreement, shall provide any reasonable assistance that the Indemnifying Party may reasonably request in order to permit the Indemnifying Party to pursue such Claims; and (iii) if the Claiming Party is subsequently reimbursed by any Person or from any source other than the Indemnifying Party in respect of the Indemnified Matter, the Claiming Party shall promptly pay to the Indemnifying Party any such amounts so received by it, up to the amount received from the Indemnifying Party in respect of such Indemnified Matter.

Procedures – General Indemnities. If a Party (the "Claiming Party") wishes to seek claim indemnification from or make a Claim against another the other Party (the "Indemnifying Party") pursuant to Clause 8.16.1, 8.26.2, 8.3 6.3 or 8.4, as applicable6.4, the following shall apply: (a) Promptly after acquiring knowledge of the subject matter of the Claim or the Losses and Liabilities in respect of which the claim for indemnification is to be sought or a Claim is to be made (an "Indemnified Matter"), the Claiming Party shall provide written notice thereof to the Indemnifying Party, provided that, failure to give such notice will not limit or lessen the rights right of the Claiming Party to indemnity under this Agreement except to the extent that the Indemnifying Party is prejudiced in its contest or defence of the Indemnified Matter as a result of such failure. Such notice shall describe the nature of the Indemnified Matter in reasonable detail and indicate, if reasonably ascertainable, the Claiming Party's good faith estimate of the amount for which the Indemnifying Party may be liable under this Agreement in respect of such Indemnified Matter. (b) If the Indemnified Matter relates to a Claim made or brought by a Third Party: (i) The the Indemnifying Party shall have the right to participate in or to elect to assume control of the defence or dispute of any such Claim. Any such participation in or assumption of the control of the defence or dispute of the Claim shall be at the Indemnifying Party's sole own expense and legal use counsel chosen by the Indemnifying Party shall be used in connection therewith, subject to Clause 8.6(b)(ii)Party. The Claiming Party shall provide all reasonable assistance that the Indemnifying Party may reasonably request in connection with such defence or dispute.; (ii) The the Claiming Party shall have the right to participate in the defence or dispute of any such Claim Indemnified Matter using counsel of its own choice if representation of both the Claiming Party and the Indemnifying Party by the same counsel would be inappropriate due to conflicting interests between of the two Parties, including Claims that would be partially excluded from indemnification by the Indemnifying Party or for which the Indemnifying Party may otherwise not be liable by virtue of another provision of this Agreement. The Indemnifying Party shall be liable for the costs of such additional counsel retained by the Claiming Party, but only to the extent that such costs pertain to the defence or dispute of the Indemnified Matter.; and (iii) The the Claiming Party shall not settle or compromise, or propose to settle or compromise, any such Claim Indemnified Matter without first obtaining the consent of the Indemnifying Party, provided that, such consent shall not be required if: : (1A) the Indemnifying Party denies or disputes that the particular Claim constitutes an Indemnified Matter and refuses to take responsibility for the defence or dispute thereof as provided above; ; (1B) the Indemnifying Party fails to respond to any notice of the Indemnified Matter given by the Claiming Party in accordance with Clause 8.6(a6.7(a) within 15 days of receipt thereofthereof by the Indemnifying Party; or or (1C) the Indemnifying Party either refuses or fails to defend or dispute such Claim Indemnified Matter after assuming responsibility for the defence or dispute thereof as provided above. In each such a case, the Claiming Party shall be entitled to defend, dispute, settle or compromise such a Claim by a Third Party in any manner it determines to be appropriate, acting reasonably and in good faith, subject to any limitations set forth or provided for elsewhere in this Agreement. (c) If the Indemnified Matter relates to Losses and Liabilities directly suffered, sustained, paid or incurred by the Claiming Party (and, if applicable, or any of the Claiming Party's Additional Indemnitees)Related Persons, the Indemnifying Party shall give written notice respond to the Claiming Party indicating as to whether or not the Indemnifying Party accepts liability for, and the obligation to defend, indemnify and save harmless the Claiming Party (and, if applicable, the Claiming Party's Additional Indemnitees) in respect of, for such Indemnified Matter within 30 days after of receipt of the Claiming Party's notice given in accordance with Clause 8.6(a), Subclause 6.7(a) and: (i) if the Indemnifying Party does not respond within such 30-day period, the Indemnifying Party shall be deemed to have accepted its liability for such Indemnified Matter; (ii) if the Indemnifying Party accepts its liability for such Indemnified Matter, the Indemnifying Party shall discharge its liability to indemnify the Claiming Party within 10 days after the end of the initial 30-day notice period; and (iii) if the Indemnifying Party disputes whether the particular Losses and Liabilities constitute an Indemnified Matter or the amount of such Losses or Liabilities for which the Indemnifying Party is liable within such 30-day period, or if the Indemnifying Party accepts or is deemed to have accepted liability for such Indemnified Matter, but fails to discharge such liability within the specified period, the Claiming Party shall be free to seek to enforce its right to indemnification in respect of such Indemnified Matter under this Agreement in any manner that it deems appropriate. (d) If the Indemnifying Party has paid an amount in respect of an Indemnified Matter pursuant to this Agreement, then: (i) the Indemnifying Party will be subrogated to all and any Claims that the Claiming Party may have relating thereto without any further action; (ii) the Claiming Party, without limiting its rights to the indemnity under this Agreement, shall provide any reasonable assistance that the Indemnifying Party may reasonably request in order to permit the Indemnifying Party to pursue such Claims; and (iii) if the Claiming Party is subsequently reimbursed by any Person or from any source other than the Indemnifying Party in respect of the Indemnified Matter, the Claiming Party shall promptly pay to the Indemnifying Party any such amounts so received by it, up to the amount received from the Indemnifying Party in respect of such Indemnified Matter.

Procedures – General Indemnities. If a Party (the "“Claiming Party"”) wishes to seek claim indemnification from or make a Claim against another the other Party (the "“Indemnifying Party"”) pursuant to Clause 8.1Sections 6.1, 8.26.2, 8.3 6.3 or 8.4, as applicable6.4, the following shall apply: (a) Promptly promptly after acquiring knowledge of the subject matter of the Claim or the Losses and Liabilities in respect of which the claim for indemnification is to be sought or a Claim is to be made (an "“Indemnified Matter"”), the Claiming Party shall provide written notice thereof to the Indemnifying Party, provided that, failure to give such notice will not limit or lessen the rights right of the Claiming Party to indemnity under this Agreement except to the extent that the Indemnifying Party is prejudiced in its contest or defence of the Indemnified Matter as a result of such failure. Such notice shall describe the nature of the Indemnified Matter in reasonable detail and indicate, if reasonably ascertainable, the Claiming Party's ’s good faith estimate of the amount for which the Indemnifying Party may be liable under this Agreement in respect of such Indemnified Matter.; (b) If if the Indemnified Matter relates to a Claim made or brought by a Third Party: (i) The the Indemnifying Party shall have the right to participate in or to elect to assume control of the defence or dispute of any such Claim. Any such participation in or assumption of the control of the defence or dispute of the Claim shall be at the Indemnifying Party's sole ’s own expense and legal use counsel chosen by the Indemnifying Party shall be used in connection therewith, subject to Clause 8.6(b)(ii)Party. The Claiming Party shall provide all reasonable assistance that the Indemnifying Party may reasonably request in connection with such defence or dispute.; (ii) The the Claiming Party shall have the right to participate in the defence or dispute of any such Claim Indemnified Matter using counsel of its own choice if representation of both the Claiming Party and the Indemnifying Party by the same counsel would be inappropriate due to conflicting interests between of the two Parties, including Claims that would be partially excluded from indemnification by the Indemnifying Party or for which the Indemnifying Party may otherwise not be liable by virtue of another provision of this Agreement. The Indemnifying Party shall be liable for the costs of such additional counsel retained by the Claiming Party, but only to the extent that such costs pertain to the defence or dispute of the Indemnified Matter.; and (iii) The the Claiming Party shall not settle or compromise, or propose to settle or compromise, any such Claim Indemnified Matter without first obtaining the consent of the Indemnifying Party, provided that, such consent shall not be required if: (1A) the Indemnifying Party denies or disputes that the particular Claim constitutes an Indemnified Matter and refuses to take responsibility for the defence or dispute thereof as provided above; (1B) the Indemnifying Party fails to respond to any notice of the Indemnified Matter given by the Claiming Party in accordance with Clause 8.6(aSection 6.7(a) within 15 fifteen (15) days of receipt thereofthereof by the Indemnifying Party; or (1C) the Indemnifying Party either refuses or fails to defend or dispute such Claim Indemnified Matter after assuming responsibility for the defence or dispute thereof as provided above. In each such a case, the Claiming Party shall be entitled to defend, dispute, settle or compromise such a Claim by a Third Party in any manner it determines to be appropriate, acting reasonably and in good faith, subject to any limitations set forth or provided for elsewhere in this Agreement.; (c) If if the Indemnified Matter relates to Losses and Liabilities directly suffered, sustained, paid aid or incurred by the Claiming Party (and, if applicable, or any of the Claiming Party's Additional Indemnitees)’s Related Persons, the Indemnifying Party shall give written notice respond to the Claiming Party indicating as to whether or not the Indemnifying Party accepts liability for, and the obligation to defend, indemnify and save harmless the Claiming Party (and, if applicable, the Claiming Party's Additional Indemnitees) in respect of, for such Indemnified Matter within 30 thirty (30) days after of receipt of the Claiming Party's ’s notice given in accordance with Clause 8.6(a), Section 6.7(a) and: (i) if the Indemnifying Party does not respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted its liability for such Indemnified Matter; (ii) if the Indemnifying Party accepts its liability for such Indemnified Matter, the Indemnifying Party shall discharge its liability to indemnify the Claiming Party within ten (10) days after the end of the initial thirty (30) day notice period; and (iii) if the Indemnifying Party disputes whether the particular Losses and Liabilities constitute an Indemnified Matter or the amount of such Losses and Liabilities for which the Indemnifying Party is liable within such thirty (30) day period, or if the Indemnifying Party accepts or is deemed to have accepted liability for such Indemnified Matter, but fails to discharge such liability within the specified period, the Claiming Party shall be free to seek to enforce its right to indemnification in respect of such Indemnified Matter under this Agreement in any manner that it deems appropriate; and (d) if the Indemnifying Party has paid an amount in respect of an Indemnified Matter pursuant to this Agreement, then: (i) the Indemnifying Party will be subrogated to all and any Claims that the Claiming Party may have relating thereto without any further action; (ii) the Claiming Party, without limiting its rights to the indemnity under this Agreement, shall provide any reasonable assistance that the Indemnifying Party may reasonably request in order to permit the Indemnifying Party to pursue such Claims; and (iii) if the Claiming Party is subsequently reimbursed by any Person or from any source other than the Indemnifying Party in respect of the Indemnified Matter, the Claiming Party shall promptly pay to the Indemnifying Party any such amounts so received by it, up to the amount received from the Indemnifying Party in respect of such Indemnified Matter.