Common use of Indemnification Procedures for Third Party Claims Clause in Contracts

Indemnification Procedures for Third Party Claims. Should any third-party claim arise under this Article 9, the indemnified party shall promptly notify the indemnifying party of same in writing, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such claim. The indemnifying party shall have the right to select counsel and to control the defense and settlement of such claim; provided, however, that the indemnified party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provided further, that the indemnifying party shall not take any action in defense or settlement of the claim that would negatively impact the indemnified party without the consent of the indemnified party. The indemnified party shall reasonably cooperate with the indemnifying party in the defense of the third-party claim, including making its files and personnel reasonably available to the indemnifying party, all at the cost and expense of the indemnifying party.

Appears in 1 contract

Sources: Master Services Agreement

Indemnification Procedures for Third Party Claims. Should any third-party claim arise under this Article 9, the indemnified party Party shall promptly notify the indemnifying party Party of same in writing, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such claim. The indemnifying party Party shall have the right to select counsel c ounsel and to control the defense and settlement of such claim; provided, however, that the indemnified party Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provided provid ed further, that the indemnifying party shall not take any action in defense or settlement of the claim that would negatively impact the indemnified party Party without the consent of the indemnified partyParty. The indemnified party Party shall reasonably cooperate with the th e indemnifying party Party in the defense of the third-party claim, including making its files and personnel reasonably available to the indemnifying partyParty, all at the cost and expense of the indemnifying partyParty.

Appears in 1 contract

Sources: Master Services Agreement

Indemnification Procedures for Third Party Claims. Should any third-party claim arise under this Article 9, the indemnified party Party shall promptly notify the indemnifying party Party of same in writing, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such claim. The indemnifying party Party shall have the right to select counsel and to control the defense and settlement of such claim; provided, however, that the indemnified party Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provided further, that the indemnifying party shall not take any action in defense or settlement of the claim that would negatively impact the indemnified party Party without the consent of the indemnified partyParty. The indemnified party Party shall reasonably cooperate with the indemnifying party Party in the defense of the third-party claim, including making its files and personnel reasonably available to the indemnifying partyParty, all at the cost and expense of the indemnifying partyParty.

Appears in 1 contract

Sources: Service Order