Process of Indemnification. Promptly after an indemnified party becomes aware of any potential LIABILITY hereunder, such party shall deliver written notice to the indemnifying party, stating the nature of the potential LIABILITY; provided, however, that the delay in giving or the failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such delay or failure. The indemnified party shall give the indemnifying party such information with respect to the potential LIABILITY as the indemnifying party may from time to time reasonably request. The indemnifying party shall have the right to conduct the defense of any suit, claim or other proceeding related to the LIABILITY if it has assumed responsibility for the suit, claim or other proceeding in writing; provided, however, if in the reasonable judgment of the indemnified party, such suit, claim or proceeding involves an issue or matter which could have a material adverse effect on the business, operations or assets of the indemnified party, the indemnified party may elect, at its own expense, to conduct a separate defense thereof, but in no event shall any such election be construed as a waiver of any indemnification rights such indemnified party may have under this Article VII, at law or in equity, or otherwise. If the indemnifying party defends the suit or claim, the indemnified party may participate in (but not control) the defense thereof at its sole cost and expense; provided, however, that the indemnifying party shall pay the reasonable fees and costs of any separate counsel to the extent such representation is due to a conflict of interest between the parties.
Process of Indemnification. The obligations and liabilities of a party for which indemnification is sought (an "indemnifying party") by a person or entity seeking indemnification (an "indemnified party") under this Article VII shall be subject to the following conditions:
Process of Indemnification. The Indemnified Party will give prompt notice within ten (10) business days to the Indemnifying Party of any Liability with respect to which the Indemnified Party seeks indemnification (“Claim”). The Indemnifying Party shall assume, at its sole cost and expense, the defense of such Liability. Notwithstanding the foregoing, the failure by Indemnified Party to provide notice of any Claim within the period specified, or any delay in providing such notice, shall not affect or impair the obligations of the Indemnifying Party hereunder, except and only to the extent that the Indemnifying Party has been adversely affected by such failure or delay.
Process of Indemnification. Each person or entity seeking indemnification hereunder (the "Indemnified Party") shall promptly notify the other (the "Indemnifying Party") of any loss, claim, damage, or expense for which the Indemnifying Party may become liable pursuant to this Section. The Indemnifying Party shall have the opportunity to defend any claim for which it may be liable hereunder, provided it notifies the Indemnified Party within fifteen days of notice of the claim. The Indemnified Party shall not pay, settle or acknowledge liability under any such claim without consent of the Indemnifying Party, and shall permit the Indemnifying Party a reasonable opportunity to cure any underlying problem or to mitigate actual or potential damages. The rights stated pursuant to this Section shall be in addition to any rights that the Indemnified party may have at common law or otherwise, including, but not limited to, any right to contribution.
Process of Indemnification. (a) Parent shall promptly notify the Indemnification Representatives in writing of the assertion of any claim by a third party or the discovery of any fact upon which Parent intends to base an indemnification claim. Such notice shall set forth the amount of the claim and specify the alleged basis of the claim. The delay or failure of Parent to provide notice hereunder shall not in any way limit indemnification rights hereunder except to the extent that the indemnifying party shall have been materially adversely affected by such delay or failure. In the case of any third party claims, the Indemnification Representatives will have the right to defend, contest, negotiate or settle any such claim or demand through counsel of their own selection, reasonably satisfactory to Parent, and solely at the NextPoint Holders' own cost and expense. If Parent reasonably determines that there may be a conflict between the positions of the NextPoint Holders and Parent in the defense of such action or that there may be legal defenses available to Parent different from or in addition to those available to the NextPoint Holders, then counsel for Parent shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of Parent, and the NextPoint Holders shall bear the legal or other expenses incurred in connection with the conduct of such defense. Notwithstanding the preceding sentences, the Indemnification Representatives will not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent of Parent, which consent may be withheld in Parent's sole discretion. If the Indemnification Representatives give notice to Parent within fifteen (15) calendar days after Parent has notified the Indemnification Representatives that any such claim or demand has been made in writing, that the Indemnification Representatives elects to have Parent defend, contest, negotiate, or settle any such claim or demand, then Parent will have the right to contest and/or settle any such claim or demand and seek indemnification pursuant to this Article IX as to any Indemnifiable Amounts. If the Indemnification Representatives fail to give written notice to Parent of his intention to contest or settle any such claim or demand within fifteen (15) calendar days after Parent has notified the Indemnification Representatives that any such claim or demand has been made in writing, or if any such ...
Process of Indemnification. The Indemnified Party will give prompt notice to the Indemnifying Party of any Liability with respect to which the Indemnified Party seeks indemnification. The Indemnifying Party shall assume, at its sole cost and expense, the defense of such Liability. The Indemnifying Party shall not, without consent of the Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement or discharge or consent to the entry of any judgment, unless such settlement or judgment includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a general release from all liability in respect of such Liability.
Process of Indemnification. (a) Any person seeking indemnification under the Operative Documents (the "Indemnified Party") shall give prompt written notice to the persons against whom indemnification is sought (the "Indemnifying Party") of the assertion of any claim by a third party or the discovery of any fact upon which the Indemnified Party intends to base a claim hereunder. The delay or failure of any Indemnified Party to provide notice hereunder shall not in any way limit its indemnification rights hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such claim is adversely affected thereby. Any such notice shall describe the facts and circumstances upon which the asserted claim for indemnification is based and shall include the amount of the indemnifiable Losses (or, if such amount is not then determined, a good faith estimate thereof) and the basis for the determination of the amount of such Losses.
Process of Indemnification. A Beneficiary seeking indemnification under this Agreement shall submit to HBI a certificate containing the following information:
Process of Indemnification. 36 9.5 Limitations...............................................................................37 9.6
Process of Indemnification. A party seeking indemnification ("the "indemnified party") under this Article IX shall promptly notify the party against whom indemnification is sought (the "indemnifying party") in writing of the assertion of any claim by a third party or the discovery of any fact upon which the indemnified party intends to base a claim hereunder. Such notice shall set forth the amount of the claim and specify the alleged basis of the claim. The delay or failure of any party to provide notice hereunder shall not in any way limit indemnification rights hereunder except to the extent that by such delay or failure shall have a Material Adverse Effect on the indemnifying party.
