Common use of Third Party Claim Indemnification Procedure Clause in Contracts

Third Party Claim Indemnification Procedure. An indemnified person shall promptly notify the indemnifying party of the existence of any Indemnification Claim resulting from a claim made by a third party and shall give the indemnifying party the opportunity to defend the same at its own expense and with counsel of its own selection, provided that such indemnified person shall at all times also have the right to participate fully in the defense of the Indemnification Claim at its own expense. If the indemnifying party shall, within twenty (20) days after such notice, fail to acknowledge its indemnification obligation hereunder in writing or thereafter fail to defend such Indemnification Claim adequately and reasonably, and such indemnified person is entitled to such defense, such indemnified person shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) such Indemnification Claim on behalf, for the account, and the sole risk and expense, of the indemnifying party.

Third Party Claim Indemnification Procedure. An indemnified person shall promptly notify the indemnifying party of the existence of any Indemnification Claim resulting from a claim made by a third party and shall give the indemnifying party the opportunity to defend the same at its own expense and with counsel of its own selection, provided that such indemnified person shall at all times also have the right to participate fully in the defense of the Indemnification Claim at its own expense. If the indemnifying party shall, within twenty (20) days after such notice, fail to acknowledge its indemnification obligation hereunder in writing or thereafter fail to defend such Indemnification Claim adequately and reasonably, and such indemnified person is entitled to such defense, such indemnified person shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) such Indemnification Claim on behalf, for the account, and the sole risk and expense, of the indemnifying party, except, no such compromise or settlement in any individual case in excess of $10,000 or in the aggregate in excess of $50,000 shall be made without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.