Common use of Right of Indemnification Clause in Contracts

Right of Indemnification. Each party (the "Indemnifying Party") shall ------------------------ indemnify and hold the other party (the "Indemnified Party") harmless from and against all costs and expenses (including reasonable attorneys' fees), damages and losses ("Losses") arising out of or resulting from a breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement. Except with respect to claims for actual fraud, which may be made without regard to any limitation, (i) each party shall be required to indemnify the other only to the extent that the aggregate amount of Losses for which it must provide indemnity exceeds $10,000 and (ii) the aggregate recoveries from either party may each not exceed an aggregate of the Purchase Price as a result of all Losses under this Agreement or with respect to the Transaction. If any claim is asserted or any action or proceeding is brought in respect of which indemnity may be sought, the Indemnified Party will promptly notify the Indemnifying Party in writing of such asserted claim or the institution of such action or proceeding; provided, however, that the Indemnified Party's failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it might otherwise have on account of this indemnity, except to the extent that the Indemnifying Party has been materially prejudiced by such failure to notify. The Indemnifying Party may, at its option, undertake full responsibility for the defense of any third-party claim which, if successful, would result in an obligation of indemnity under this Agreement. The Indemnifying Party may contest or settle any such claim on such terms as the Indemnifying Party may choose, provided that the Indemnifying Party will not have the right, without the Indemnified Party's prior written consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgement with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party, (iii) relates to any tax matters, (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party, or (v) does not contain an unconditional release of the Indemnified Party. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party at the Indemnifying Party's cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing. The Indemnified Party will be responsible for the costs of such separate representation. The Indemnifying Party and the Indemnified Party shall cooperate in determining the validity of any third-party claim for any Loss for which a claim of indemnification may be made hereunder. Each party shall also use all reasonable efforts to minimize all Losses.

Right of Indemnification. Each party (the "Indemnifying PartyINDEMNIFYING PARTY") shall ------------------------ indemnify and hold the other party (the "Indemnified PartyINDEMNIFIED PARTY") harmless from and against all costs and expenses (including reasonable attorneys' fees), damages and losses ("LossesLOSSES") arising out of or resulting from a breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement. Except with respect to claims for actual fraud, which may be made without regard to any limitation, (i) each party shall be required to indemnify the other only to the extent that the aggregate amount of Losses for which it must provide indemnity exceeds $10,000 and (ii) the aggregate recoveries from either party may each not exceed an aggregate of the Purchase Price as a result of all Losses under this Agreement or with respect to the Transaction. If any claim is asserted or any action or proceeding is brought in respect of which indemnity may be sought, the Indemnified Party will promptly notify the Indemnifying Party in writing of such asserted claim or the institution of such action or proceeding; provided, however, that the Indemnified Party's failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it might otherwise have on account of this indemnity, except to the extent that the Indemnifying Party has been materially prejudiced by such failure to notify. The Indemnifying Party may, at its option, undertake full responsibility for the defense of any third-party claim which, if successful, would result in an obligation of indemnity under this Agreement. The Indemnifying Party may contest or settle any such claim on such terms as the Indemnifying Party may choose, provided that the Indemnifying Party will not have the right, without the Indemnified Party's prior written consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgement with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party, (iii) relates to any tax matters, (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party, or (v) does not contain an unconditional release of the Indemnified Party. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party at the Indemnifying Party's cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing. The Indemnified Party will be responsible for the costs of such separate representation. The Indemnifying Party and the Indemnified Party shall cooperate in determining the validity of any third-party claim for any Loss for which a claim of indemnification may be made hereunder. Each party shall also use all reasonable efforts to minimize all Losses.

Right of Indemnification. Each party (the ________________________ "Indemnifying Party") shall ------------------------ indemnify and hold the other party (the "Indemnified Party") harmless from and against all costs and expenses (including reasonable attorneys' fees), damages and losses ("Losses") arising out of or resulting from a breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement. Except with respect to claims for actual fraud, which may be made without regard to any limitation, (i) each party shall be required to indemnify the other only to the extent that the aggregate amount of Losses for which it must provide indemnity exceeds $10,000 and (ii) the aggregate recoveries from either party may each not exceed an aggregate of the Purchase Price as a result of all Losses under this Agreement or with respect to the Transaction. If any claim is asserted or any action or proceeding is brought in respect of which indemnity may be sought, the Indemnified Party will promptly notify the Indemnifying Party in writing of such asserted claim or the institution of such action or proceeding; provided, however, that the Indemnified Party's failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it might otherwise have on account of this indemnity, except to the extent that the Indemnifying Party has been materially prejudiced by such failure to notify. The Indemnifying Party may, at its option, undertake full responsibility for the defense of any third-party claim which, if successful, would result in an obligation of indemnity under this Agreement. The Indemnifying Party may contest or settle any such claim on such terms as the Indemnifying Party may choose, provided that the Indemnifying Party will not have the right, without the Indemnified Party's prior written consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgement with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party, (iii) relates to any tax matters, (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party, or (v) does not contain an unconditional release of the Indemnified Party. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party at the Indemnifying Party's cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing. The Indemnified Party will be responsible for the costs of such separate representation. The Indemnifying Party and the Indemnified Party shall cooperate in determining the validity of any third-party claim for any Loss for which a claim of indemnification may be made hereunder. Each party shall also use all reasonable efforts to minimize all Losses.

Right of Indemnification. Each party Party (the "Indemnifying Party") shall ------------------------ indemnify and hold the other party Party (the "Indemnified Party") harmless from and against all costs and expenses (including reasonable attorneys' fees), damages and losses ("Losses") arising out of or resulting from a breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement. Except with respect to claims for actual fraud, which may be made without regard to any limitation, (i) each party shall be required to indemnify the other only to the extent that the aggregate amount of Losses for which it must provide indemnity exceeds $10,000 and (ii) the aggregate recoveries from either party may each not exceed an aggregate of the Purchase Price as a result of all Losses under this Agreement or with respect to the Transaction. If any claim is asserted or any action or proceeding is brought in respect of which indemnity may be sought, the Indemnified Party will promptly notify the Indemnifying Party in writing of such asserted claim or the institution of such action or proceeding; provided, however, that the Indemnified Party's failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it might otherwise have on account of this indemnity, except to the extent that the Indemnifying Party has been materially prejudiced by such failure to notify. The Indemnifying Party may, at its option, undertake full responsibility for the defense of any third-party claim which, if successful, would result in an obligation of indemnity under this Agreement. The Indemnifying Party may contest or settle any such claim on such terms as the Indemnifying Party may choose, provided that the Indemnifying Party will not have the right, without the Indemnified Party's prior written consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgement judgment with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party, (iii) relates to any tax matters, (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party, or (v) does not contain an unconditional release of the Indemnified Party. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party at the Indemnifying Party's cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing. The Indemnified Party will be responsible for the costs of such separate representation. The Indemnifying Party and the Indemnified Party shall cooperate in determining the validity of any third-party claim for any Loss for which a claim of indemnification may be made hereunder. Each party Party shall also use all reasonable efforts to minimize all Losses.