Common use of Terms of Indemnification Clause in Contracts

Terms of Indemnification. The obligations and liabilities of the parties with respect to Claims by third parties will be subject to the following terms and conditions: (a) the indemnified party will give the indemnifying party prompt written notice of any Claims asserted against, resulting to, imposed upon or incurred by the indemnified party, directly or indirectly, and the indemnifying party will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to the indemnified party; provided that the failure of the indemnified party to give notice as provided in this Section 10.2 shall not relieve the indemnifying party of its obligations under this Article X, except to the extent that such failure has materially and adversely affected the rights of the indemnifying party; (b) if within a reasonable time after notice of any Claim, the indemnifying party fails to defend such Claim, the indemnified party will have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and at the risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, the indemnified party will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim; (d) the indemnifying party on one hand and the indemnified party on the other hand will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim;

Terms of Indemnification. The obligations and liabilities of the parties with respect to Claims by third parties will be subject to the following terms and conditions: (a) the indemnified party will give the indemnifying party prompt written notice of any Claims asserted against, resulting to, imposed upon or incurred by the indemnified party, directly or indirectly, and the indemnifying party will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to the indemnified party; provided that the failure of the indemnified party to give notice as provided in this Section 10.2 11.2 shall not relieve the indemnifying party of its obligations under this Article XXI, except to the extent that such failure has materially and adversely affected the rights of the indemnifying party; (b) if within a reasonable time after notice of any Claim, the indemnifying party fails to defend such Claim, the indemnified party will have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and at the risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, the indemnified party will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim; (d) the indemnifying party on one hand and the indemnified party on the other hand will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim;that

Terms of Indemnification. The obligations and liabilities of the parties with respect to Claims by third parties will be subject to the following terms and conditions: (a) the indemnified party will give the indemnifying party prompt written notice of any Claims asserted against, resulting to, imposed upon or incurred by the indemnified party, directly or indirectly, and the indemnifying party will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to the indemnified party; provided that the failure of the indemnified party to give notice as provided in this Section 10.2 11.2 shall not relieve the indemnifying party of its obligations under this Article XXI, except to the extent that such failure has materially and adversely affected the rights of the indemnifying party; (b) if within a reasonable time after notice of any Claim, the indemnifying party fails to defend such Claim, the indemnified party will have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and at the risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, the indemnified party will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim; (d) the indemnifying party on one hand and the indemnified party on the other hand will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim; (e) with respect to any Claims asserted against the indemnified party, the indemnified party will have the right to employ one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the indemnified party if, in the indemnified party's reasonable judgment, a conflict of interest between the indemnified party and the indemnifying party exists in respect of such Claims, and in that event the fees and expenses of such separate counsel shall be paid by such indemnifying party; and (f) the indemnifying party will provide the indemnified party reasonable access to all records and documents of the indemnifying party relating to any Claim.