Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 13 and 14 above (including any settlements) and if it has accepted its indemnity obligation without qualification control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. (a) A party seeking indemnification under the terms of this Agreement shall be referred to as the “indemnified party” and the person who is to provide such indemnification shall be referred to as the “indemnifying party.” The indemnified party shall notify in writing the indemnifying party with reasonable promptness of its discovery of any matter giving rise to a claim of indemnity. The failure or delay in so notifying the indemnifying party shall not relieve indemnifying party of its obligations to indemnify unless, and only to the extent that, the indemnifying party’s defense of such claim is materially prejudiced as a result of such delay. The indemnified party shall provide the indemnifying party as soon as practicable all information and documentation related to the matter for which the indemnified party seeks indemnification. The indemnifying party shall be given access to all books and records in the possession or under the control of the indemnified party that the indemnifying party reasonably determines to be related to such claim.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall provide such assistance as is reasonably requested by Vendor.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. Promptly after receipt by a party entitled to indemnification under this section (an "INDEMNIFIED PARTY") of notice of the commencement of an investigation, action, claim or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this section, notify the indemnifying party of the commencement therefore, but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any Indemnified Party otherwise. In case any such action is brought against any Indemnified Party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, assume the defense hereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying party. The indemnifying party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability and does not include any admission of fault on the part of the Indemnified Party. Consent from either party under this section shall not be unreasonably withheld.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 16 above finally awarded by a court or included in an a settlement approved by Vendor and – to obtain Vendor’s defense and payment under its indemnity obligations, if it has accepted its indemnity obligation without qualification – i) promptly notify Vendor in writing of the claim; ii) allow Vendor to control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and (iii) TIPS shall provide all information and commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. The rights of TIPS under Section 14 or 15 to be indemnified shall be subject to all of the following: (a) TIPS must notify Vendor in writing promptly upon learning that such claim has been or may be asserted, (b) Vendor shall have sole control over the defense of such claim and any negotiations for the settlement or compromise thereof, and (c) TIPS shall provide reasonable assistance and cooperation to Vendor to facilitate the settlement or defense of any such claim at Vendor’s cost and expense (reasonable out of pocket costs and expenses incurred by TIPS shall be reimbursed to TIPS by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor or its insurer shall pay all amounts set forth in Section 13 and 14 above (or, if required by state law, ats proportionate share) (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.
Procedures Related to Indemnification. Notwithstanding anything to the contrary set forth above or below,Vendor shall have no obligation or liability to any Indemnified Party under this Section 14 or 15 if it is not (i) promptly notified in writing of such claim; (ii) given the sole right to control and direct the investigation, preparation, defense and settlement of such claim, including the selection of counsel; (iii) given full assistance and cooperation by such Indemnified Party in the investigation, preparation, settlement, and defense of such claim. Where Vendor is controlling the defense, if any Indemnified Party wishes to retain counsel it shall be at such Indemnified Party’s own expense. Notwithstanding anything to the contrary set forth herein, Vendor shall have no obligation to defend or indemnify Classified any Indemnified Party for any damages or claim to the extent such damages or claim (or portion thereof) was caused by, resulted from, or arose in connection with, in whole or in part, any act or omission of any Indemnified Party, third party, or its their agents, contractors, or representatives. In controlling any defense, Vendor shall (if appliable) ensure that all assertions of governmental immunity and related applicable pleas and defenses shall be promptly asserted.
