Common use of Indemnification for Claims Clause in Contracts

Indemnification for Claims. The obligations and liabilities of the Indemnitor to the party to whom an indemnity is owed (the "Indemnitee") with respect to claims for Damages resulting from the assertion of liability by third parties ("Claims"), shall be subject to the following terms: (a) Indemnitee will give Indemnitor prompt notice of any Claim asserted against or imposed upon or incurred by Indemnitee, and the Indemnitor shall undertake the defense thereof by representatives of its own choosing. Failure by Indemnitee to give any such notice shall not affect the obligations of Indemnitor to indemnify hereunder, except to the extent that such failure shall result in any prejudice to Indemnitor. (b) In the event that Indemnitor, within a reasonable time after notice of any such Claim, fails to defend Indemnitee, then Indemnitee will (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right thereof to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 11.05 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect Indemnitee, then Indemnitee shall have the right to defend such Claim, but shall not compromise or settle such Claim without the consent of Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned, and (ii) Indemnitor shall not, without Indemnitee's prior written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of Indemnitee from all liability in respect of such Claim. (d) If Indemnitor assumes the defense of a Claim, (i) it will be conclusively established for purposes of this Agreement that Indemnitee is entitled to indemnification pursuant to this Article XI with respect to that Claim; and (ii) no compromise or settlement of such Claim may be effected by Indemnitor without Indemnitee's prior written consent unless (A) there is no finding or admission of any violation of law or of the rights of any person by Indemnitee and no effect on any other claims that may be made by Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by Indemnitor.

Indemnification for Claims. The obligations and liabilities of the Indemnitor party owing the indemnity under Section 11.03 hereof ("Indemnitor") to the party to whom an indemnity is owed (the "Indemnitee") with respect to claims for Damages resulting from the assertion of liability by third parties ("Claims"), shall be subject to the following terms: (a) Indemnitee will give Indemnitor prompt notice of any Claim asserted against or imposed upon or incurred by Indemnitee, and the Indemnitor shall undertake the defense thereof by representatives of its own choosing. Failure by Indemnitee to give any such notice shall not affect the obligations of Indemnitor to indemnify hereunder, except to the extent that such failure shall result in any prejudice to Indemnitor. (b) In the event that Indemnitor, within a reasonable time after notice of any such Claim, fails to defend defend, Indemnitee, then Indemnitee will (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right thereof to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 11.05 11.04 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect Indemnitee, then Indemnitee shall have the right to defend such Claimdefend, but shall not compromise or settle such Claim without the consent of Indemnitor, which consent shall not be unreasonably withheld, delayed or conditionedClaim, and (ii) Indemnitor shall not, without Indemnitee's prior written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of Indemnitee from all liability in respect of such Claim. (d) If Indemnitor assumes the defense of a Claim, (i) it will be conclusively established for purposes of this Agreement that Indemnitee is entitled to indemnification pursuant to this Article XI with respect to that Claim; and (ii) no compromise or settlement of such Claim may be effected by Indemnitor without Indemnitee's prior written consent unless (A) there is no finding or admission of any violation of law or of the rights of any person by Indemnitee and no effect on any other claims that may be made by Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by Indemnitor.