Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. The indemnification obligations set forth in Sections 7.1 and 7.2 are subject to the following conditions: 7.3.1 the indemnitee Party shall promptly notify the indemnifying Party in writing of the claim of which it has notice, provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party from any liability that it may have to the indemnitee Party hereunder so long as the failure or delay shall not have prejudiced the defense of such claim and then only to the extent that the indemnifying Party actually is prejudiced; 7.3.2 the indemnitee Party allows the indemnifying Party to have sole control of the defense of the claim and any settlement negotiations arising out of that claim provided, however, the indemnifying Party may not, without the indemnitee Party’s prior written consent, settle or compromise any claim in a manner that: (A) does not unconditionally release the indemnitee Party and its directors, officers, employees or agents or (B) requires the indemnitee Party or any of its directors, officers, employees or agents to contribute to any settlement of the claim; and 7.3.3 the indemnitee Party shall, at the indemnifying Party’s reasonable request and expense, cooperate with the indemnifying Party. The indemnitee Party may participate in the defense and retain counsel of its own choice and expense.

Indemnity Procedures. The indemnification Each indemnifying Party’s obligations set forth in Sections 7.1 and 7.2 under this Section 10 are subject contingent upon the indemnified Party (i) providing prompt written notice to the following conditions: 7.3.1 the indemnitee Party shall promptly notify the indemnifying Party in writing of the claim of which it has noticesuch Claim (provided, provided however, that the any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to so notify the extent the indemnifying Party shall not relieve the indemnifying Party from any liability that it may have to the indemnitee Party hereunder so long as the failure or delay shall not have is materially prejudiced the defense of such claim and then only to the extent that the indemnifying Party actually is prejudiced; 7.3.2 the indemnitee Party allows thereby), (ii) allowing the indemnifying Party to have sole control of the defense of the claim and any related settlement negotiations arising out of that claim providedany such Claim, however, and (iii) furnishing the indemnifying Party may not, without the indemnitee Party’s prior written consent, settle or compromise any claim in a manner that: (A) does not unconditionally release the indemnitee Party and its directors, officers, employees or agents or (B) requires the indemnitee Party or any of its directors, officers, employees or agents to contribute to any settlement of the claim; and 7.3.3 the indemnitee Party shallwith reasonable assistance, at the indemnifying Party’s reasonable request sole cost and expense, cooperate with in the indemnifying Partydefense or settlement of any such Claim. The indemnitee Party may indemnified party shall have the right to participate in the defense and retain of such Claim with counsel of its own choice choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and expensematerially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. The indemnification obligations set forth in Sections 7.1 and 7.2 are subject As a condition to the following conditions: 7.3.1 foregoing indemnity obligations of the indemnitee Party shall promptly notify Parties, the indemnifying Party in writing of (the claim of which it has notice“Indemnifying Party”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the Party seeking indemnification (the “Indemnified Party”), provided that the failure or delay Indemnified Party (i) notifies the Indemnifying Party promptly, in writing, of the action; (ii) provides the Indemnifying Party with all reasonable information and assistance to so notify settle and/or defend the indemnifying action (at the Indemnifying Party’s reasonable expense); and (iii) grants the Indemnifying Party shall not relieve the indemnifying Party from any liability that it may have to the indemnitee Party hereunder so long as the failure or delay shall not have prejudiced the defense of such claim sole authority and then only to the extent that the indemnifying Party actually is prejudiced; 7.3.2 the indemnitee Party allows the indemnifying Party to have sole control of the defense of the claim and any settlement negotiations arising out of that claim provided, however, the indemnifying Party may not, without the indemnitee Party’s prior written consent, settle or compromise any claim in a manner that: (A) does not unconditionally release the indemnitee Party and its directors, officers, employees or agents or (B) requires the indemnitee Party or any of its directors, officers, employees or agents to contribute to any settlement of the claim; and 7.3.3 action, provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or that is in any way prejudicial to the indemnitee Party shall, at the indemnifying Party’s reasonable request and expense, cooperate with the indemnifying Party. The indemnitee Indemnified Party may be effected without the prior written consent of such Party, which consent shall not be unreasonably withheld. For avoidance of doubt, the Indemnified Party shall have the right to participate in but not to control the defense and retain and/or settlement of any claim covered by this Section 10 with counsel of its own choice choosing at its own expense. The Indemnifying Party agrees to keep the Indemnified Party regularly and expensecompletely informed of the status of any claim hereunder.

Indemnity Procedures. The indemnification obligations set forth in Sections 7.1 and 7.2 are subject to the following conditions: 7.3.1 the indemnitee Any indemnified Party shall submitting an indemnity claim under Section 6.1 or 6.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party in writing of the claim of which it has noticeunder Section 6.1 or 6.2, provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party from any liability that it may have to the indemnitee Party hereunder so long as the failure or delay shall not have prejudiced the defense applicable (“Indemnifying Party”), of such claim in writing and then only furnish the Indemnifying Party with a copy of each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent that such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party actually is prejudiced; 7.3.2 the indemnitee authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party allows shall determine; and (c) give the indemnifying Indemnifying Party to have sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of the claim and any settlement negotiations arising out of that claim provided, howeverSections (b) or (c), the indemnifying Indemnifying Party may shall not, without the indemnitee written consent of the Indemnified Party’s prior written consent, compromise or settle any suit or proceeding unless such compromise any claim in a manner that: or settlement (Ai) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not unconditionally release impose injunctive or other equitable relief against the indemnitee Indemnified Party and its directors(iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 6.3, officers, employees or agents or (B) requires the indemnitee Party or any of its directors, officers, employees or agents to contribute with respect to any settlement of claim covered by Section 6.1 or 6.2, as applicable, the claim; and 7.3.3 the indemnitee Indemnified Party shall, at the indemnifying Party’s reasonable request and expense, cooperate with the indemnifying Party. The indemnitee Party (in its capacity as such) may participate in the defense and retain counsel of at its own choice and expense.

Indemnity Procedures. The indemnification obligations set forth in Sections 7.1 and 7.2 are subject Promptly after becoming aware of a claim, the indemnified party shall provide written notice to the following conditions: 7.3.1 the indemnitee Party indemnifying party. Delay in providing such notice shall promptly notify the indemnifying Party in writing of the claim of which it has notice, provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party from any liability that it may have party of its obligations only if the indemnifying party’s ability to the indemnitee Party hereunder so long as the failure or delay shall not have prejudiced the defense of defend against such claim is thereby materially impaired. The indemnifying party shall have the right to assume and then only to the extent that the indemnifying Party actually is prejudiced; 7.3.2 the indemnitee Party allows the indemnifying Party to have sole control of the defense of the claim and any settlement negotiations arising out at its own expense. The indemnified party shall have the right to participate in, but not to control, such defense at its own expense. If the indemnifying party does not assume the defense of that claim provided, howeverthe claim, the indemnified party may defend the claim at the indemnifying Party may not, without the indemnitee Partyparty’s prior written consent, expense. The indemnified party shall not settle or compromise any the claim without the prior written consent of the indemnifying party, and the indemnifying party shall not settle or compromise the claim in a any manner that: (A) does not unconditionally release which would have an adverse effect on the indemnitee Party and its directors, officers, employees or agents or (B) requires indemnified party without the indemnitee Party or any of its directors, officers, employees or agents to contribute to any settlement consent of the claim; and 7.3.3 the indemnitee Party shall, at the indemnifying Party’s reasonable request and expense, indemnified party. No consent required hereunder shall be unreasonably withheld or delayed. The indemnified party shall reasonably cooperate with the indemnifying Party. The indemnitee Party may participate in party and shall make available to the defense and retain counsel of indemnifying party all pertinent information available to the indemnified party, all at its own choice and expense.

Indemnity Procedures. The indemnification obligations set forth in Sections 7.1 and 7.2 are subject to the following conditions: 7.3.1 the indemnitee Party shall promptly notify the indemnifying Party in writing of the claim of which it has notice, provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party from any liability that it may have to the indemnitee Party hereunder so long as the failure or delay shall not have prejudiced the defense of such claim and then only to the extent that the indemnifying Party actually is prejudiced; 7.3.2 the indemnitee Party allows the indemnifying Party to have sole control of the defense of the claim and any settlement negotiations arising out of that claim provided, however, the indemnifying Party may not, without the indemnitee Party’s prior written consent, settle or compromise any claim in a manner that: (A) does not unconditionally release the indemnitee Party and its directors, officers, employees or agents or (B) requires the indemnitee Party or any of its directors, officers, employees or agents to contribute to any settlement of the claim; and 7.3.3 the indemnitee Party shall, at the indemnifying Party’s reasonable request and expense, cooperate with the indemnifying Party. The indemnitee Party may participate in the defense and retain counsel of its own choice and expense.