Purchaser Indemnification Decisions Clause Samples
The Purchaser Indemnification Decisions clause outlines the process and authority by which the purchaser determines whether to pursue indemnification claims under a contract. Typically, this clause specifies that the purchaser has the discretion to decide if and when to seek compensation for losses or damages arising from breaches or other specified events, and may detail the procedures for making such decisions, including notification and documentation requirements. Its core function is to clarify the purchaser's rights and responsibilities regarding indemnification, ensuring that the process is orderly and that both parties understand how indemnification claims will be managed.
Purchaser Indemnification Decisions. Each Purchaser may bring a Claim for indemnification pursuant to this Article 6. If both Purchasers initiate substantially the same Claim (a “Joint Claim”), PEGI shall have the right to assume control of the prosecution of such Joint Claim but may not enter into any settlement with the Indemnifying Party that purports to bind PSP with respect to such Joint Claim without the prior written consent of PSP (such consent not to be unreasonably withheld, conditioned or delayed). If PEGI has elected to prosecute such Joint Claim but fails to promptly and diligently pursue the same, then PSP may (by written notice to PEGI) assume control of the prosecution of such Joint Claim but may not enter into any settlement with the Indemnifying Party with respect to such Joint Claim that purports to bind PEGI without the prior written consent of PEGI (such consent not to be unreasonably withheld, conditioned or delayed). Neither Purchaser may enter into any settlement with respect to any Joint Claim solely for itself (i.e., any settlement that does not purport to bind the other Purchaser) without first notifying the other Purchaser and giving the other Purchaser a reasonable opportunity to participate in such settlement. The expenses of the prosecution of any Joint Claim shall be borne by both Purchasers pro rata in accordance with their Percentage Portion.