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

Indemnification Procedures for Third Party Claims. The obligations of PureDepth stated in Section 8.01 apply only if (a) IGT shall inform PureDepth in writing within fifteen (15) days of receiving any claim within the scope of Section 8.01 and (b) IGT assists PureDepth in all necessary respects in conduct of the suit. PureDepth may assume control of the defense of any such claim; provided, however, that the IGT may, at its own cost and expense, participate through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. PureDepth shall not settle any such claim without IGT’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement would not subject IGT to any liability (e.g., the settlement is solely for monetary damages for which IGT is fully indemnified under this Agreement). If PureDepth does not assume full control over the defense of a claim pursuant to this Section 8.02, then PureDepth may participate in such investigation, defense or trial, solely at its cost and expense, and IGT shall have the right to defend or settle such claim in such manner as IGT deems appropriate, subject to the consent of PureDepth which shall not be unreasonably withheld or delayed, solely at the cost and expense of PureDepth.