Common use of Process of Indemnification Clause in Contracts

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. Promptly after an indemnified party becomes aware of any potential LIABILITY Liability hereunder, such party shall deliver written notice to the indemnifying party, party stating the nature of the potential LIABILITYLiability; 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 is 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 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 suit or other proceeding Claim related to the LIABILITY Liability if it has assumed responsibility for the suit, claim Claim or other proceeding in writing; provided, however, that if in the reasonable judgment of the indemnified party, party such suit, claim Claim or other 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 VIIXVII, at law or in equity, or otherwise. If the indemnifying party defends the suit or claimClaim, 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 required for the indemnified party to the extent such representation is due to a conflict of interest between the parties.

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, 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 is 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, suit or claim or other proceeding related to the LIABILITY if it has assumed responsibility for the suit, claim or other proceeding in writing; provided, however, that if in the reasonable judgment of the indemnified party, party such suit, claim or other 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 VIIXIII, 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 required for the indemnified party to the extent such representation is due to a conflict of interest between the parties.

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 VIIVIII, 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. Promptly after an indemnified party becomes aware of any potential LIABILITY Liability hereunder, such party shall deliver written notice to the indemnifying party, stating the nature of the potential LIABILITYLiability; 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 assume the defense of any suit, suit or claim or other proceeding related to the LIABILITY Liability if it has assumed responsibility for the suit, suit or claim or other proceeding in writing; provided, however, if in the reasonable judgment of the indemnified party, such suit, suit or claim or proceeding involves an issue or matter which could have a material materially adverse effect on the business, operations or assets of the indemnified party, the indemnified party may elect, at waive its own expense, rights to conduct a separate indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such election waiver 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. Promptly after an A party seeking indemnification under this Article XI shall promptly notify the party against whom indemnification is sought in writing of the assertion of any claim by a third party or the discovery of any fact upon which the indemnified party becomes aware intends to base a claim hereunder within two years of the Closing Date. Such notice shall set forth the amount of the claim and specify the alleged basis of the claim. The delay or failure of any potential LIABILITY hereunder, such party shall deliver written to provide 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 hereunder shall not affect the in any way limit indemnification provided rights hereunder except to the extent that the indemnifying party shall have been actually prejudiced as a result of materially adversely affected by such delay or failurefailure or if notice is not given within two years of the Closing Date. The In the case of third party claims or assertions, each indemnified party shall give shall, at the expense of the indemnifying party, cooperate with the indemnifying party in determining the validity of any such information claim or assertion. In connection with any third party claim if the indemnifying party shall have acknowledged in writing its obligation to indemnify in respect of such claim which might give rise to the potential LIABILITY as a claim for indemnity hereunder, the indemnifying party may from time select counsel to time direct the defense of such third party claim, which counsel shall be reasonably requestsatisfactory to the indemnified party. The indemnifying party shall have arrange for such counsel to inform the right to conduct indemnified party on a regular basis of the status of such case. The indemnified party may, at its election and expense, participate in the defense of such third party claim. The indemnifying party shall not settle any suit, such claim or other proceeding related to without the LIABILITY if it has assumed responsibility for the suit, claim or other proceeding in writing; provided, however, if in the reasonable judgment consent of the indemnified partyparty if any relief, other than the payment of money damages, would be granted by such suit, claim settlement or proceeding involves an issue or matter which could have a material adverse effect on the business, operations or assets of the indemnified party, if the indemnified party may elect, at its own expense, to conduct a separate defense thereof, but in no event shall any such election would 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 liable to the extent third party for the amount of such representation is due to a conflict of interest between the partiessettlement.

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, 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 is 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, suit or claim or other proceeding related to the LIABILITY if it has assumed responsibility for the suit, claim or other proceeding in writing; provided, however, that if in the reasonable judgment of the indemnified party, party such suit, claim or other 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 VIIXVIII, 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 42 52 LICENSE AND OPTION AGREEMENT and costs of any separate counsel required for the indemnified party to the extent such representation is due to a conflict of interest between the parties.