Common use of Procedures Respecting Third Party Claims Clause in Contracts

Procedures Respecting Third Party Claims. In providing notice to the Indemnitor of any Third Party Claim (the "Claim Notice"), the Indemnitee shall provide the Indemnitor with a copy of such Third Party Claim or other documents received and shall otherwise make available to the Indemnitor all relevant information material to the defense of such claim and within the Indemnitee's possession. The Indemnitor shall have the right, by notice given to the Indemnitee within 15 days after the date of the Claim Notice, to assume and control the defense of the Third Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnitor after consultation with the Indemnitee, and the Indemnitor shall pay all expenses of, and the Indemnitee shall cooperate fully with the Indemnitor in connection with, the conduct of such defense. The Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such Third Party Claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnitor shall agree otherwise. If the Indemnitor shall have failed to assume the defense of any Third Party Claim in accordance with the provisions of this Section, then the Indemnitee shall have the absolute right to control the defense of such Third Party Claim, and, if and when it is finally determined that the Indemnitee is entitled to indemnification from the Indemnitor hereunder, the fees and expenses of Indemnitee's counsel shall be borne by the Indemnitor, provided that the Indemnitor shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnitor shall have the right to settle or compromise any such Third Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnitee (except with respect to providing releases of the third party). The Indemnitor shall not be liable for any settlement effected by the Indemnitee without the Indemnitor's consent. The Indemnitor may assume and control, or bear the costs, of any such defense subject to its reservation of a right to contest the Indemnitee's right to indemnification hereunder, provided that it gives the Indemnitee notice of such reservation within 15 days of the date of the Claim Notice.

Procedures Respecting Third Party Claims. In providing notice to the Indemnitor of any Third Party Claim (the "Claim Notice"), the Indemnitee shall provide the Indemnitor with a copy of such Third Party Claim or other documents received and shall otherwise make available to the Indemnitor all relevant information material to the defense of such claim and within the Indemnitee's possession. The Indemnitor shall have the right, by notice given to the Indemnitee within 15 fifteen (15) days after the date of the Claim Notice, to assume and control the defense of the Third Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnitor after consultation with the Indemnitee, and the Indemnitor shall pay all expenses of, and the Indemnitee shall cooperate fully with the Indemnitor in connection with, the conduct of such defense. The Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such Third Party Claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnitor shall agree otherwise; provided, however, if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnitor, the Indemnitor requires that the same counsel represent both the Indemnitee and the Indemnitor, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitor shall have failed to assume the defense of any Third Party Claim in accordance with the provisions of this Section, then the Indemnitee shall have the absolute right to control the defense of such Third Party Claim, and, if and when it is finally determined that the Indemnitee is entitled to indemnification from the Indemnitor hereunder, the fees and expenses of Indemnitee's counsel shall be borne by the Indemnitor, provided that the Indemnitor shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnitor shall have the right to settle or compromise any such Third Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnitee (except with respect to providing releases of the third party). The Indemnitor shall not be liable for any settlement effected by the Indemnitee without the Indemnitor's consentconsent except where the Indemnitee has assumed the defense because Indemnitor has failed or refused to do so. The Indemnitor may assume and control, or bear the costs, of any such defense subject to its reservation of a right to contest the Indemnitee's right to indemnification hereunder, provided that it gives the Indemnitee notice of such reservation within 15 fifteen (15) days of the date of the Claim Notice.

Procedures Respecting Third Party Claims. In providing notice to the Indemnitor of any Third Party Claim (the "Claim Notice"), the The Indemnitee shall provide the Indemnitor with each Claim Notice a copy of such Third Party Claim or other documents received (if applicable) and shall otherwise make available to the Indemnitor all relevant information material to the defense of such claim and within the Indemnitee's ’s possession. The Indemnitor shall have the rightshall, by notice given to the Indemnitee as promptly as practicable (and, in any event, within 15 fifteen (15) days after the date its receipt of the Claim Notice), notify the Indemnitee in writing of whether Indemnitor desires to assume and control the defense of the Third Party Claim that is the subject of such Claim Notice. If the Indemnitor timely notifies the Indemnitee of its desire to defend the Third Party Claim pursuant to this Section 11.5 and acknowledges its obligations to indemnify hereunder, the Indemnitor shall have control over the defense of such Third Party Claim and related Proceedings, including any settlement thereof. The Indemnitor shall employ counsel reasonably satisfactory to the employment of counsel selected Indemnitee (consent to which shall not be unreasonably withheld, conditioned or delayed by the Indemnitor after consultation with the Indemnitee), and the Indemnitor shall pay all expenses of, and the Indemnitee shall cooperate fully with the Indemnitor in connection with, with the conduct of such defense. The Indemnitee shall have the right to employ separate counsel in any such proceeding Proceeding and to participate in (but not control) the defense of such Third Party Claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnitor shall agree otherwise. If The Indemnitor shall diligently work to defend any Third Party Claim that it has agreed to defend and shall consult and cooperate with the Indemnitee regarding such defense and shall not enter into any settlement without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnitee shall be entitled to have sole control over, at the Indemnitor’s expense, the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim (i) if the Indemnitor shall have failed to assume timely notify Indemnitee of its desire to defend the defense of any Third Party Claim in accordance with and acknowledged its indemnification obligations hereunder, (ii) if the provisions of this SectionIndemnitor fails to employ counsel reasonably satisfactory to the Indemnitee, then (iii) if the Indemnitee shall have reasonably concluded that there may be defenses available to the absolute right Indemnitee that are different from or additional to control those available to the defense Indemnitor, (iv) if the Indemnitee’s counsel shall have advised the Indemnitee that there is a conflict of such interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, (v) to the extent the Third Party ClaimClaim seeks an order, andinjunction, or other equitable relief against the Indemnitee which, if and when it successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnitee or (vi) in the event the Indemnitee is finally determined a Buyer Indemnified Party, if the Third Party Claim seeks damages in excess of the Seller Credit Support (so long as the Seller Credit Support has not expired or terminated in accordance with its terms at such time) or the Indemnity Cap; provided, that the Indemnitee is entitled shall make no settlement, compromise, admission or acknowledgment that would give rise to indemnification from liability on the part of the Indemnitor hereunder, without the fees and expenses prior written consent of Indemnitee's counsel shall be borne by the Indemnitor, provided that the Indemnitor shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnitor shall have the right to settle or compromise any such Third Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnitee (except with respect to providing releases of the third party). The Indemnitor consent shall not be liable for any settlement effected by the Indemnitee without the Indemnitor's consent. The Indemnitor may assume and controlunreasonably withheld, conditioned or bear the costs, of any such defense subject to its reservation of a right to contest the Indemnitee's right to indemnification hereunder, provided that it gives the Indemnitee notice of such reservation within 15 days of the date of the Claim Noticedelayed.

Procedures Respecting Third Party Claims. In providing notice to the Indemnitor Indemnifying Party of any Third Party Claim (the "Claim Notice"), the Indemnitee Indemnified Party shall provide the Indemnitor Indemnifying Party with a copy of such Third Party Claim or other documents received and shall otherwise make available to the Indemnitor Indemnifying Party all relevant information material to the defense of such claim and within the IndemniteeIndemnified Party's possession. The Indemnitor Indemnifying Party shall have the right, by notice given to the Indemnitee Indemnified Party within 15 fifteen (15) days after the date of the Claim Notice, to assume and control the defense of the Third Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnitor Indemnifying Party after consultation with the IndemniteeIndemnified Party, and the Indemnitor Indemnifying Party shall pay all expenses of, and the Indemnitee Indemnified Party shall cooperate fully with the Indemnitor Indemnifying Party in connection with, the conduct of such defense. The Indemnitee Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such Third Party Claim, but the fees and expenses of such counsel shall be borne by the Indemnitee Indemnified Party unless the Indemnitor Indemnifying Party shall agree otherwise. If the Indemnitor Indemnifying Party shall have failed to assume the defense of any Third Party Claim in accordance with the provisions of this Section, then the Indemnitee Indemnified Party shall have the absolute right to control the defense of such Third Party Claim, and, if and when it is finally determined that the Indemnitee Indemnified Party is entitled to indemnification from the Indemnitor Indemnifying Party hereunder, the fees and expenses of IndemniteeIndemnified Party's counsel shall be borne by the IndemnitorIndemnifying Party, provided that the Indemnitor Indemnifying Party shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnitor Indemnifying Party shall have the right to settle or compromise any such Third Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnitee Indemnified Party (except with respect to providing releases of the third party). The Indemnitor Indemnifying Party shall not be liable for any settlement effected by the Indemnitee Indemnified Party without the IndemnitorIndemnifying Party's consent. The Indemnitor Indemnifying Party may assume and control, or bear the costs, of any such defense subject to its reservation of a right to contest the IndemniteeIndemnified Party's right to indemnification hereunder, provided that it gives the Indemnitee Indemnified Party notice of such reservation within 15 fifteen (15) days of the date of the Claim Notice.

Procedures Respecting Third Party Claims. In providing notice to the Indemnitor of any Third Party Claim (the "Claim Notice"), the Indemnitee shall provide the Indemnitor with a copy of such Third Party Claim or other documents received and shall otherwise make available to the Indemnitor all relevant information material to the defense of such claim and within the Indemnitee's possession. The Indemnitor shall have the right, by notice given to the Indemnitee within 15 days after the date of the Claim Notice, to assume and control the defense of the Third Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnitor after consultation with the Indemnitee, and the Indemnitor shall pay all expenses of, and the Indemnitee shall cooperate fully with the Indemnitor in connection with, the conduct of such defense. The Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such Third Party Claim, but the fees and expenses of such counsel shall be Page 58 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT borne by the Indemnitee unless the Indemnitor shall agree otherwise; provided, however, if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnitor, the Indemnitor requires that the same counsel represent both the Indemnitee and the Indemnitor, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitor shall have failed to assume the defense of any Third Party Claim in accordance with the provisions of this Section, then the Indemnitee shall have the absolute right to control the defense of such Third Party Claim, and, if and when it is finally determined that the Indemnitee is entitled to indemnification from the Indemnitor hereunder, the fees and expenses of Indemnitee's counsel shall be borne by the Indemnitor, provided that the Indemnitor shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnitor shall have the right to settle or compromise any such Third Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnitee (except with respect to providing releases of the third party). The Indemnitor shall not be liable for any settlement effected by the Indemnitee without the Indemnitor's consentconsent except where the Indemnitee has assumed the defense because Indemnitor has failed or refused to do so. The Indemnitor may assume and control, or bear the costs, of any such defense subject to its reservation of a right to contest the Indemnitee's right to indemnification hereunder, provided that it gives the Indemnitee notice of such reservation within 15 days of the date of the Claim Notice.