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 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. The Party seeking indemnification under Sections 12.1 or 12.2 above must notify the indemnifying Party within 30 days in writing of any actual or threatened action, suit or proceeding to which it claims such indemnification applies. Failure to so notify the indemnifying Party shall not be deemed a waiver of the right to seek indemnification, unless the actions of the indemnifying Party have been materially prejudiced by the failure of the other Party to provide notice within the required time period. The indemnifying Party may take steps to be joined as a party to any proceeding in which indemnification has been claimed, and the Party seeking indemnification shall not oppose any such joinder. Whether or not such joinder takes place, the indemnifying Party shall provide the defense with respect to claims to which this Article applies and in doing so shall have the right to control the defense and settlement with respect to such claims to the extent that the defense and settlement relates to the payment of monetary compensation. The Party seeking indemnification may assume responsibility for the direction of its own defense at any time, in whole or in part, including the right to settle or compromise any claim against it without the consent of the indemnifying Party, provided that in agreeing to settle or compromise a claim contrary to the written objection of the indemnifying Party, after notice to the indemnifying Party, the Party seeking indemnification shall be deemed to have waived its right to indemnification to the extent that it has assumed responsibility, except in cases where the indemnifying Party has declined to defend against the claim. DRAFT
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.
