Common use of Procedures Related to Indemnification Clause in Contracts

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 of which would materially limit or modify the rights of the indemnifying party under this Agreement.

Procedures Related to Indemnification. (a) A party The Party seeking indemnification under Sections 12.1 or 12.2 above must notify the terms indemnifying Party within 30 days in writing of this Agreement 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 referred 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 the “indemnified party” a party to any proceeding in which indemnification has been claimed, and the person who is to provide such Party seeking indemnification shall be referred to as the “indemnifying party.” The indemnified party shall notify in writing not oppose any such joinder. Whether or not such joinder takes place, the indemnifying party Party shall provide the defense with reasonable promptness of its discovery of any matter giving rise respect to a claim of indemnity. The failure or delay claims to which this Article applies and in doing so notifying shall have the indemnifying party shall not relieve indemnifying party of its obligations right to indemnify unless, control the defense and only settlement with respect to such claims to the extent that, that the indemnifying party’s defense and settlement relates to the payment of such claim is materially prejudiced as a result of such delaymonetary compensation. The indemnified party shall provide Party seeking indemnification may assume responsibility for 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 direction of its own defense at any time, in the possession whole 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 chargespart, including but not limited the right 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 settle or compromise any claim against 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 partyParty, enter into any settlement provided that in agreeing to settle or compromise a claim contrary to the result of which would materially limit or modify the rights written objection of the indemnifying party under this Agreement.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) A Promptly after receipt by a party seeking entitled to indemnification under this section (an "INDEMNIFIED PARTY") of notice of the terms commencement of this Agreement shall be referred to as the “indemnified party” and the person who an investigation, action, claim or proceeding, such Indemnified Party will, if a claim in respect thereof is to provide such indemnification shall be referred to as the “indemnifying party.” The indemnified party shall notify in writing 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 reasonable promptness counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its discovery intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any matter giving rise to a claim of indemnity. The failure or delay in so notifying additional counsel obtained by it, and the indemnifying party shall not relieve indemnifying party 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 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 delayinvestigation. The indemnified party shall provide Indemnified Party may not settle any action without 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 written consent 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 indemnifying party shall not, may not settle any action without the prior written consent of the indemnifying party, enter into Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any settlement and all liability and does not include any admission of fault on the result of which would materially limit or modify the rights part of the indemnifying Indemnified Party. Consent from either party under this Agreementsection shall not be unreasonably withheld.

Procedures Related to Indemnification. (a) 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 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 Indemnifying Party”) of any matter giving rise 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 “Claim”), specifying in reasonable detail, to the extent known, the nature of indemnity. The the Loss for which indemnification is sought and, if practicable, the estimated amount of such Claim, except that any delay or failure or delay in to so notifying notify the indemnifying party Indemnifying Party shall not only relieve indemnifying party the Indemnifying Party of its obligations to indemnify unless, and only hereunder to the extent thatextent, the indemnifying party’s defense of such claim if at all, that it is materially prejudiced as a result by reason 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 delay or under the control of the indemnified party that the indemnifying party reasonably determines to be related to such claimfailure. (b) Promptly upon receipt of notice from the indemnified partyIf a claim is brought or asserted by a third party (a “Third-Party Claim”), the indemnifying party Indemnifying Party shall take over control assume the defense thereof in good faith by appropriate actions diligently pursued, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in such Third-Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the defense of any actionIndemnified Party, claim or litigation arising out of provided, however, that 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, Indemnified Party shall be for entitled, at the account Indemnifying Party’s cost, risk and expense, to retain one firm of separate counsel of its own choosing (along with any required local counsel) if (i) the indemnifying party, except Indemnifying Party and the Indemnified Party so mutually agree; (ii) the Indemnifying Party fails within a reasonable time to retain counsel reasonably satisfactory to the extent such independent counsel is representing Indemnified Party; (iii) the indemnified party for Indemnified Party shall have reasonably concluded that there may be legal defenses available to it but not that are different from or in addition to those available to the indemnifying partyIndemnifying Party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them. If the indemnified party wishes Indemnifying Party fails to retain its own counsel to advise and assist in assume the defense of such third party claim in accordance with this Section 6.4(b) within ten (10) days after delivery of the Notice of Claim or fails to diligently pursue the defense thereof, the Indemnified Party against which such third party claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise and settlement of such third party claim, it may do soand the Indemnifying Party shall be liable for any resulting settlement of such third party claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the expense of retaining such independent counsel shall be for full extent otherwise provided in this Agreement. In the account event the Indemnifying Party assumes the defense of the indemnified party and the indemnifying party shall retain complete control over the defense. If, after receipt of noticeclaim, the indemnifying party does not defend Indemnifying Party shall keep the interests Indemnified Party reasonably informed of the indemnified party progress of any such defense, compromise or does not take appropriate action to defend and hold harmless the indemnified party, thensettlement, and in that case onlythe event the Indemnified Party assumes the defense of the claim in good faith, the indemnified party Indemnified Party shall be entitled to retain counselkeep the Indemnifying Party reasonably informed of the progress of any such defense, defend compromise or settlement. Anything in this Section 6.4 notwithstanding, the action, claim or litigation, and seek compensation for all of its costs of defense from the indemnifying party. The indemnified party Indemnifying Party shall not, without the prior Indemnified Party’s written consent, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to any Third-Party Claim which would have an adverse effect on the Indemnified Party. The Indemnifying Party may, without the Indemnified Party’s written consent, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to any Third-Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the indemnifying party, enter into any settlement the result Indemnified Party from all liability in respect of which would materially limit or modify the rights of the indemnifying party under this Agreementsuch Third-Party Claim.

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 '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 of which would materially limit or modify the rights of the indemnifying party under this Agreement.