Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 9 contracts
Samples: Health Information Exchange Participation Agreement, Health Information Exchange Participation Agreement, Health Information Exchange Participation Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, the Terms and Conditions shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 4 contracts
Samples: Participation Agreement, Health Information Exchange Organization Participant’s Agreement, Health Information Exchange Organization Participant’s Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 (Indemnification) shall, unless otherwise provided, include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 3 contracts
Samples: Hie Participation Agreement, Hie Participation Agreement, Hie Participation Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, Agreement shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the A party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party seeking to be indemnified demands pursuant to this Section 14 shall make a demand for indemnification by written notice given to upon the indemnifying party Indemnifying Party promptly and within a period of time wherein within which the indemnifying party Indemnifying Party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying Indemnifying Party shall, at its sole cost and expense, retain legal counsel and defend the party to be indemnified. The Indemnifying Party shall be responsible for, and have control of of, such claim and any litigation arising therefrom, but may not settle such litigation without the express consent of the party party(ies) to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying partyIndemnifying Party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 3 contracts
Samples: Participation Agreement, Participation Agreement, Electronic Health Information Exchange Participation Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, the Terms and Conditions shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.. TRANSPARENCY, OVERSIGHT, ENFORCEMENT AND ACCOUNTABILITY
Appears in 3 contracts
Samples: Health Information Exchange Organization Participation Agreement, Health Information Exchange Organization Participant’s Agreement, Health Information Exchange Organization Participant’s Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, Agreement shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the A party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party seeking to be indemnified demands pursuant to this Section 14.2 (Indemnification) shall make a demand for indemnification by written notice given to upon the indemnifying party Indemnifying Party promptly and within a period of time wherein within which the indemnifying party Indemnifying Party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying Indemnifying Party shall, at its sole cost and expense, retain legal counsel and defend the party to be indemnified. The Indemnifying Party shall be responsible for, and have control of of, such claim and any litigation arising therefrom, but may not settle such litigation without the express consent of the party party(ies) to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 3 contracts
Samples: Electronic Health Information Exchange Participation Agreement, Electronic Health Information Exchange Participation Agreement, Electronic Health Information Exchange Participation Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, these Terms and Conditions shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party Indemnifying Party within a period of time wherein the indemnifying party Indemnifying Party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party Indemnifying Party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third third-parties, be a waiver of any defense or immunity otherwise available, and the indemnifying partyIndemnifying Party, in indemnifying the indemnified partyIndemnified Party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 1 contract
Samples: Health Information Exchange Organization Participation Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, the Terms and Conditions shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.. Section 17 TRANSPARENCY, OVERSIGHT, ENFORCEMENT AND ACCOUNTABILITY (Applicable to All Participants, except Model #1)
Appears in 1 contract
Samples: Health Information Exchange Organization Participant’s Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 shall, unless otherwise provided, the Terms and Conditions shall include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.. Section 17
Appears in 1 contract
Samples: Health Information Exchange Organization Participant’s Agreement
Rules for Indemnification. Any indemnification made pursuant to this Section 15 16 shall, unless otherwise provided, include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ attorney’s fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying partyparty , in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 1 contract
Rules for Indemnification. Any indemnification made pursuant to this Section 15 14 shall, unless otherwise provided, include payment of all costs associated with defending the claim or cause of action involved, whether or not such claims or causes of action are meritorious, including reasonable attorneys’ fees and any settlement by or judgment against the party to be indemnified. In the event that a lawsuit is brought against the party to be indemnified, the party responsible to indemnify that party shall, at its sole cost and expense, defend the party to be indemnified, if the party to be indemnified demands indemnification by written notice given to the indemnifying party within a period of time wherein the indemnifying party is not prejudiced by lack of notice. Upon receipt of such notice, the indemnifying party shall have control of such litigation but may not settle such litigation without the express consent of the party to be indemnified, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations of the parties shall not, as to third parties, be a waiver of any defense or immunity otherwise available, and the indemnifying party, in indemnifying the indemnified party, shall be entitled to assert in any action every defense or immunity that the indemnified party could assert on its own behalf.
Appears in 1 contract
Samples: Data Use Agreement
