Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 13 and 14 above (including any settlements) and if it has accepted its indemnity obligation without qualification control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. (a) A party seeking indemnification under the terms of this Agreement shall be referred to as the “indemnified party” and the person who is to provide such indemnification shall be referred to as the “indemnifying party.” The indemnified party shall notify in writing the indemnifying party with reasonable promptness of its discovery of any matter giving rise to a claim of indemnity. The failure or delay in so notifying the indemnifying party shall not relieve indemnifying party of its obligations to indemnify unless, and only to the extent that, the indemnifying party’s defense of such claim is materially prejudiced as a result of such delay. The indemnified party shall provide the indemnifying party as soon as practicable all information and documentation related to the matter for which the indemnified party seeks indemnification. The indemnifying party shall be given access to all books and records in the possession or under the control of the indemnified party that the indemnifying party reasonably determines to be related to such claim.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and if it has accepted its indemnity obligation without qualification control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. Promptly after receipt by a party entitled to indemnification under this section (an "INDEMNIFIED PARTY") of notice of the commencement of an investigation, action, claim or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this section, notify the indemnifying party of the commencement therefore, but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any Indemnified Party otherwise. In case any such action is brought against any Indemnified Party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, assume the defense hereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying party. The indemnifying party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability and does not include any admission of fault on the part of the Indemnified Party. Consent from either party under this section shall not be unreasonably withheld.
Procedures Related to Indemnification. (a) Upon obtaining knowledge of any Loss, a person seeking to be indemnified under Section 6.1 or Section 6.2 (an “Indemnified Party”) shall promptly give a Notice of Claim to an indemnifying party (the “Indemnifying Party”) of any Loss in respect of which such Indemnifying Party has a duty to indemnify such Indemnified Party pursuant to Section 6.1 or 6.2 hereof (a “Claim”), specifying in reasonable detail, to the extent known, the nature of the Loss for which indemnification is sought and, if practicable, the estimated amount of such Claim, except that any delay or failure to so notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is materially prejudiced by reason of such delay or failure.
Procedures Related to Indemnification. In the event that an indemnification obligation arises, the TIPS Indemnitee shall (a) promptly notify Vendor of the claim; (b) give Vendor control over the defense and settlement of the claim; provided, however, that Vendor shall not have the authority to enter into any settlement agreement on behalf of the TIPS Indemnitee, or to otherwise bind the TIPS Indemnity in any way, without the express written authorization of the appropriate officer or designated official of the TIPS Indemnity, which consent will not be unreasonably withheld; (c) provide such assistance in the defense of the claim as Vendor may reasonably request; and (d) comply with any settlement (subject to the foregoing consent requirement) made in connection with the claim. In controlling any defense, the Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted to the extent provided to Vendor by the TIPS Indemnitee. Neither the Vendor nor a TIPS Indemnity shall have any liability to the other for any lost profits, loss of revenue, loss of opportunity, loss of use, indirect damages, special damages, consequential damages, incidental damages, punitive damages, or multiple damages arising out of or in connection with this Agreement, regardless of any notice of the possibility of such damages and regardless of whether such liability arises in contract, tort (including negligence), or otherwise. Vendor’s liability for any matters relating to or arising out of this Agreement shall not exceed individually or in the aggregate the total purchase price of Vendor’s products or services purchased in relation to this Agreement in the twelve (12) months preceding the date the first cause of action accrues or, if asserted during the first twelve (12) months of this Agreement, the amount paid during the first twelve (12) months of this Agreement; provided, however, that nothing in this Agreement shall restrict or exclude Vendor’s liability arising out of (a) death or personal injury caused by its negligence or the negligence of its employees or subcontractors, or (b) any other liability which may not be lawfully excluded or limited.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, T I PS s ha l l pr om pt l y not i f y V e ndor of t he s a m e , Vendor shall control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor or its insurer shall pay all amounts set forth in Section 13 and 14 above (or, if required by state law, ats proportionate share) (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall provide such assistance as is reasonably requested by Vendor.
