Third Party Claim Process Clause Samples

Third Party Claim Process. (i) Each Indemnified Party agrees to give prompt notice in writing to the Indemnifying Party of the commencement of any Claim in respect of which indemnity may be sought from the Indemnifying Party under this Article 7. Such notice shall set forth in reasonable detail such Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder. (ii) In case any such Claim shall be brought against any Indemnified Party, and upon its notification to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in the defense of any Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense that is satisfactory to such Indemnified Party in its reasonable judgment, in each case at the Indemnifying Party’s expense; provided that prior to assuming control of such defense, the Indemnifying Party must (a) acknowledge that it would have an indemnity obligation for the Damages resulting from such Claim as provided under this Article 7 and (b) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Claim and fulfill its indemnity obligations hereunder. (iii) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (a) the Indemnifying Party does not deliver the acknowledgment referred to in Section 7.2(ii)(a) within thirty (30) days of receipt of notice of the Claim pursuant to Section 7.2(i), (b) the Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (c) the Indemnified Party reasonably believes an adverse determination with respect to the Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (d) the Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, or (e) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Claim. (iv) If the Indemnifying Party shall assume the control of the defense of any Claim in accordance with the provisions of this Article 7, the Indemnifying Party shall obtai...