Common use of Defense and Indemnification Procedures Clause in Contracts

Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) sole control over the defense and settlement of the Third-Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Third-Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third- Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Party other than the payment of a sum of money fully indemnified by the Indemnifying Party.

Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) sole control over the defense and settlement of the Third-Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Third-Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third- Third-Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Party other than the payment of a sum of money fully indemnified by the Indemnifying Party.

Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) sole control over the defense and settlement of the Third-Party Third -Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Third-Party Third -Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations ob ligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Third -Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without w ithout the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such suc h Third- Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Indemni fied Party other than the payment of a sum of money fully moneyfully indemnified by the bythe Indemnifying Party.

Defense and Indemnification Procedures. Any Party seeking defense or indemnification under this Section 11 (the “Indemnified Party”) shall must provide the Party from which it seeks such indemnification or defense (the “Indemnifying Party”) with the following: (a) prompt written notice of the Thirdthird-Party Claimparty claim, (b) sole control over the defense and settlement of the Thirdthird-Party Claimparty claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Thirdthird-Party Claimparty claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) Section, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, expense in the defense of such Thirdthird-Party Claimparty claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party’s express written consent (which such consent may not to be unreasonably withheld, conditioned, or delayed) ), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third- Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Party other than the payment of a sum of money fully indemnified by the Indemnifying Partythird-party claim.

Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) sole control over the defense and settlement of the Third-Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Third-Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third- Third-Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Party other than the payment of a sum of money fully indemnified by the Indemnifying Party.,

Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) sole control over the defense and settlement of the Third-Party Third -Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the defense and settlement of the Third-Party Third -Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense defen se or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failurefai lure. The Indemnified Party will have the right to participate (but not control), at its own expenseexpe nse, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third- Thir d- Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires req uires no act by the Indemnified Party other than the payment of a sum of money fully moneyfully indemnified by the bythe Indemnifying Party.

Defense and Indemnification Procedures. Any Party seeking indemnification under (a) Where the Developer or LA DOTD wishes to exercise a right of indemnity provided in this Section 11 Agreement (the “Indemnified PartyIndemnitee”) shall provide against the Party from which it seeks such indemnification other party (the “Indemnifying Party”) in relation to a Third-Party Claim, the Indemnitee shall give notice of such Third-Party Claim to the Indemnifying Party as soon as reasonably practicable, setting out the full particulars of such Third-Party Claim. (b) Subject to the rights of insurers under the insurance policies required by this Agreement, the Indemnifying Party may, at its own expense, appoint its own counsel and conduct and control the Third-Party Claim, including its settlement, and the Indemnitee shall not, to the extent that the Indemnifying Party has elected to conduct and control the relevant Third-Party Claim, take any action to settle or prosecute the Third-Party Claim. (c) In the event the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnitee shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by the Indemnitee in connection with the following: Third-Party Claim. (ad) prompt The Indemnifying Party shall, if it wishes to have conduct of any Third- Party Claim, reimburse the Indemnitee for any cost or liability arising out of the conduct of the Third-Party Claim by the Indemnifying Party, and shall fully and regularly inform the Indemnitee of the progress of the defense and of any settlement discussions in respect of a Third-Party Claim. (e) The Indemnitee shall at all times take all reasonable steps to minimize and mitigate any loss for which the Indemnitee is entitled to exercise a right of indemnity against the Indemnifying Party pursuant to this Agreement. (f) Each of the Indemnitee and the Indemnifying Party shall cooperate with all reasonable requests of the other made in respect of any Third-Party Claim. (g) Notwithstanding anything to the contrary herein, neither the Indemnitee nor the Indemnifying Party shall enter into any settlement in respect of a Third-Party Claim without the other party’s written notice consent. (h) The assumption of the defense of a Third-Party Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnitee in respect of the Third-Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnitee's claim for indemnification. (bi) sole control over Should the Indemnifying Party assume the defense and of a Third-Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of the Third-Party Claim, and . (cj) reasonable information, cooperation, and assistance (at In the event that it is ultimately determined that the Indemnifying Party’s sole expense except Party is not obligated to indemnify, defend, or hold harmless the Indemnitee from and against the Third- Party Claim, the Indemnitee shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any losses incurred by the value of the time of the Indemnified Party’s personnel) Indemnifying Party in connection with the its defense and settlement of the Third-Party Claim. The Indemnified Party’s failure Claim with respect to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third- Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified Party other than the payment of a sum of money fully indemnified by the Indemnifying PartyIndemnitee.