Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. A Party seeking indemnification for a Third Party Claim under Section 14.1 or Section 14.2 will give the Indemnitor written notice of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claim.

Indemnity Procedures. A Party seeking In the event that either party intends to seek indemnification for a any Third Party Claim under Section 14.1 14.1.1 or Section 14.2 will give 14.1.2, such party (the Indemnitor written notice “Indemnified Party”) shall inform the other party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 14 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect .The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of any such the Third Party Claim, provided that nothing in this Section 14.1.3 shall permit the Indemnifying Party to make any admission on behalf of the Indemnified Party, or to settle any claim or litigation which would impose any financial obligations on the Indemnified Party, or prejudice or limit rights that would otherwise be available to such Indemnified Party, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed.

Indemnity Procedures. A The Indemnified Party seeking indemnification for a Third shall promptly notify the Indemnifying Party in writing of any Claim under Section 14.1 or Section 14.2 will give and the Indemnitor written notice Indemnifying Party shall have the right to assume the investigation and defense thereof, including the employment of counsel, and shall be obligated to pay the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons)related attorneys' fees; provided, howeverthe Indemnified Party shall have the right to employ separate counsel and participate in the defense of any Claim, the attorneys' fees of such counsel being paid by the Indemnified Party unless the employment of such counsel has been consented to in writing by the Indemnifying Party or the Indemnifying Party has failed to assume the defense and employ counsel in a timely manner; provided further, if the named parties to any Claim include both Parties, and the Indemnified Party shall have been advised by counsel that the failure there may be a legal defense available to give timely notice hereunder will not affect rights to indemnification hereunder, except it which is different from those available to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor Indemnifying Party, the Indemnified Party may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ separate counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; providedIndemnifying Party, however, that in which case the Indemnitor will Indemnifying Party shall pay all attorneys' fees of such counsel and shall not settle, or consent have the right to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for assume the defense of the Claim on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for any such Third Party Claimsettlement of a Claim without its express written consent thereto.

Indemnity Procedures. A In the event that either Party seeking intends to seek indemnification for a any Third Party Claim under Section 14.1 9.1 or Section 14.2 will give 9.2, such Party (the Indemnitor written notice “Indemnified Party”) shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 9 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of any such the Third Party Claim. In any such proceeding, the Indemnified Party, at its sole expense, shall have the right to retain its own counsel. Nothing in this Article 9 shall permit a Party to make any admission on behalf of the other Party, or to settle or dispose of any claim or litigation which would impose any financial obligations on the other Party, or subject the other Party to an injunction or equitable relief, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Indemnity Procedures. A Party seeking indemnification for a under clause 10.1 or clause 10.2 (the ‘Indemnified Party’) will give the other Party (the ‘Indemnitor’) written notice of any Third Party Claim under Section 14.1 or Section 14.2 will give for which the Indemnitor written notice of the Third Indemnified Party Claim promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons)seeks indemnification promptly; provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnityIndemnified Party, which election will be effective immediately upon receipt by the Indemnified Party seeking indemnity of such written notice of election. The Indemnitor will have the right to employ counsel selected by reasonably acceptable to the Indemnified Party seeking indemnity to defend any such Third Party Claim and/or Claim, or to compromise, settle or otherwise dispose of the same, if Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of all of the Indemnified Party seeking indemnity (and all of its other Indemnified Partiesaffiliates and its and their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of StrykerIndemnified Party. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claim.

Indemnity Procedures. A Party seeking In the event that either party intends to seek indemnification for a any Third Party Claim under Section 14.1 9.1 or Section 14.2 will give 9.2, such party (the Indemnitor written notice “Indemnified Party”) shall inform the other party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 9 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of any such the Third Party Claim. In any such proceeding, the Indemnified Party, at its sole expense, shall have the right to retain its own counsel. Nothing in this Article 9 shall permit a party to make any admission on behalf of the other party, or to settle or dispose of any claim or litigation which would impose any financial obligations on the other party, or subject the other party to an injunction or equitable relief, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

Indemnity Procedures. A In the event that either Party seeking intends to seek indemnification for a any Third Party Claim under Section 14.1 Sections 11.1.1 or Section 14.2 will give 11.1.2, such Party (the Indemnitor written notice “Indemnified Party”) shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 12 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of any such the Third Party Claim. In any such proceeding, the Indemnified Party, at its sole expense, shall have the right to retain its own counsel. Nothing in this Article 12 or in Article 8 shall permit a Party to make any admission on behalf of the other Party, or to settle or dispose of any claim or litigation which would impose any financial obligations on the other Party, or subject the other Party to an injunction or equitable relief, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

Indemnity Procedures. A Party seeking In the event that either party intends to seek indemnification for a any Third Party Claim under Section 14.1 or Section 14.2 will give 13.1.1, such party (the Indemnitor written notice “Indemnified Party”) shall inform the other party (the “Indemnifying Party”) of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 13 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party’s cost) in the defense of any such the Third Party Claim. In any such proceeding, the Indemnified Party, at its sole expense, shall have the right to retain its own counsel. Nothing in this Article 13 or in Article 9 shall permit a party to make any admission on behalf of the other party, or to settle or dispose of any claim or litigation which would impose any financial obligations on the other party, or subject the other party to an injunction or equitable relief, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

Indemnity Procedures. A Party seeking indemnification for a Third Party Claim under Section 14.1 or Section 14.2 will give the Indemnitor written notice of the Third Party Claim promptly (and in any event within fifteen (15a) calendar days after the service of the citation or summons); provided, however, that the failure to give timely notice hereunder will not affect rights Any party entitled to indemnification hereunderhereunder ("Indemnified Party") shall give prompt, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Third Party Claim by giving written notice to the other party ("Indemnifying Party") of any claim hereunder specifying the amount and nature of the claim. The failure to so notify an Indemnifying Party seeking indemnitywill not relieve the Indemnifying Party of any liability that it may otherwise have under this Agreement, which election unless such failure materially and adversely prejudices the Indemnifying Party; (b) The Indemnifying Party shall have the right to take such action as in its judgment is necessary or desirable to contest any matter involving a third party that gives rise to an Indemnified Loss and shall conduct at its expense the defense, by counsel mutually and reasonably satisfactory to the parties, of any claim or legal proceeding commenced by a third party insofar as it relates to an Indemnified Loss; (c) The Indemnified party will be effective immediately upon receipt not pay or satisfy any obligation constituting and Indemnified Loss if it is advised in writing that such amount is being contested in good faith by the Indemnifying Party, and if and so long as the Indemnifying Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of in fact actively contests the same, all at or, in the expense case of a proceeding described in clause (b) above, actively defends the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: same as set forth in (ib) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Strykerabove. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for the defense of any such Third Party Claim.No

Indemnity Procedures. A Party seeking In the event that either party intends to seek indemnification for a any Third Party Claim under Section 14.1 14.1.1 or Section 14.2 will give 14.1.2, such party (the Indemnitor written notice "Indemnified Party") shall inform the other party (the "Indemnifying Party") of the Third Party Claim promptly (and in any event within fifteen (15) calendar days after the service receiving notice of the citation or summons)Third Party Claim; provided, however, that the any failure to give timely provide such notice hereunder will shall not affect rights to indemnification hereunder, relieve the Indemnifying Party of its obligations under this Article 14 except to the extent that Indemnitor demonstrates actual damage caused the Indemnifying Party is materially prejudiced by such failure. Indemnitor may elect .The Indemnified Party shall permit the Indemnifying Party to direct and control the defense or settlement of any such Third Party Claim by giving written notice to the Party seeking indemnity, which election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will employ counsel selected by the Party seeking indemnity to defend any such Third Party Claim and/or to compromise, settle or otherwise dispose of the same, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity, and in both cases without any additional obligations on the part of Stryker. The Parties will fully cooperate with each other in any such Third Party Claim and will make available to each other any books or records useful for shall provide such reasonable assistance as is reasonably requested by the Indemnifying Party (at the Indemnifying Party's cost) in the defense of any such the Third Party Claim, provided that nothing in this Section 14.1.3 shall permit the Indemnifying Party to make any admission on behalf of the Indemnified Party, or to settle any claim or litigation which would impose any financial obligations on the Indemnified Party, or prejudice or limit rights that would otherwise be available to such Indemnified Party, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed.