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. (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.
(b) Promptly upon receipt of notice from the indemnified party, the indemnifying party shall take over control of the defense of any action, claim or litigation arising out of the indemnification provisions of this Agreement. The indemnified party shall support and assist the indemnifying party in the defense, but all costs, expenses and related charges, including but not limited to attorneys’ fees, shall be for the account of the indemnifying party, except to the extent such independent counsel is representing the indemnified party for defenses available to it but not available to the indemnifying party. If the indemnified party wishes to retain its own counsel to advise and assist in the defense of such claim, it may do so, but the expense of retaining such independent counsel shall be for the account of the indemnified party and the indemnifying party shall retain complete control over the defense. If, after receipt of notice, the indemnifying party does not defend the interests of the indemnified party or does not take appropriate action to defend and hold harmless the indemnified party, then, and in that case only, the indemnified party shall be entitled to retain counsel, defend the action, claim or litigation, and seek compensation for all of its costs of defense from the indemnifying party. The indemnified party shall not, without the prior consent of the indemnifying party, enter into any settlement the result ...
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. 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
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.
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 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 16 above finally awarded by a court or included in an a settlement approved by Vendor and – to obtain Vendor’s defense and payment under its indemnity obligations, if it has accepted its indemnity obligation without qualification – i) promptly notify Vendor in writing of the claim; ii) allow Vendor to control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and (iii) TIPS shall provide all information and 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. Notwithstanding anything to the contrary set forth above or below,Vendor shall have no obligation or liability to any Indemnified Party under this Section 14 or 15 if it is not (i) promptly notified in writing of such claim; (ii) given the sole right to control and direct the investigation, preparation, defense and settlement of such claim, including the selection of counsel; (iii) given full assistance and cooperation by such Indemnified Party in the investigation, preparation, settlement, and defense of such claim. Where Vendor is controlling the defense, if any Indemnified Party wishes to retain counsel it shall be at such Indemnified Party’s own expense. Notwithstanding anything to the contrary set forth herein, Vendor shall have no obligation to defend or indemnify
