Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. In the event that any claim shall be asserted by any party against an Indemnitee which, if sustained, would result in a Deficiency, Indemnitee, after learning of such claim, shall notify the Indemnitor of such claim, and promptly shall extend to the Indemnitor an opportunity to defend against such claim at Indemnitor's sole expense and through legal counsel reasonably acceptable to Indemnitee, provided that the Indemnitor proceeds in good faith, expeditiously and diligently. Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by the Indemnitor with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnitor without the prior written consent of Indemnitee unless (i) prior to such settlement or compromise the Indemnitor acknowledges in writing his obligation to pay in full the amount of the settlement and all associated expenses, and (ii) Indemnitee is furnished with security satisfactory to Indemnitee that the Indemnitor shall in fact pay such amount and expenses. The failure of an Indemnified Party to give prompt notice of a claim shall not relieve the Indemnifying Party from liability hereunder with respect to such claim except to the extent such failure results in insufficient time being available to permit the Indemnifying Party to effectively defend against such claim and to make a timely response thereto or otherwise prejudices the Indemnifying Party's ability to defend such claim.

Procedures for Third Party Claims. In (a) The party seeking indemnification under Section 7.2 (the event that any claim shall be asserted by any party against an Indemnitee which, if sustained, would result in a Deficiency, Indemnitee, after learning of such claim, shall notify the Indemnitor of such claim, and promptly shall extend to the Indemnitor an opportunity to defend against such claim at Indemnitor's sole expense and through legal counsel reasonably acceptable to Indemnitee, provided that the Indemnitor proceeds in good faith, expeditiously and diligently. Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by the Indemnitor with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnitor without the prior written consent of Indemnitee unless (i"Indemnified Party") prior to such settlement or compromise the Indemnitor acknowledges in writing his obligation to pay in full the amount of the settlement and all associated expenses, and (ii) Indemnitee is furnished with security satisfactory to Indemnitee that the Indemnitor shall in fact pay such amount and expenses. The failure of an Indemnified Party agrees to give prompt notice (in accordance with Section 9.11) to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 7.2 (the "Third Party Claims"). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a claim statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the any Indemnifying Party from liability hereunder any Liability which it may have to such Indemnified Party with respect to such any claim made pursuant to this Section 7.3, except to the extent such failure results shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in insufficient time being available respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to permit the Indemnifying Party, the Indemnifying Party shall give prompt notice to effectively defend against such claim and to make a timely response thereto or otherwise prejudices the Indemnifying Party's ability to defend Indemnified Party of such claim, suit, action or proceeding.

Procedures for Third Party Claims. In the event that case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall be asserted by any party against an Indemnitee which, if sustained, would result in a Deficiency, Indemnitee, after learning of such claim, shall notify the Indemnitor of such claim, and promptly shall extend give prompt written notice to the Indemnitor an opportunity Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to defend against such claim at Indemnitor's sole expense and through legal counsel reasonably acceptable to Indemnitee, provided that the Indemnitor proceeds in good faith, expeditiously and diligentlywhich it may request indemnification hereunder. Indemnitee shall, at its option and expense, The Indemnifying Party shall have the right to participate defend and to direct the defense against any such Third Party Claim, in any defense undertaken its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnitor with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnitor without the prior written consent of Indemnitee Indemnifying Party unless (i) prior to such settlement Third Party Claim seeks an order, injunction or compromise other equitable relief against the Indemnitor acknowledges in writing his obligation to pay in full the amount of the settlement and all associated expensesIndemnified Party, and or (ii) Indemnitee is furnished with security satisfactory to Indemnitee that the Indemnitor shall in fact pay such amount and expenses. The failure of an Indemnified Party to give prompt notice shall have reasonably concluded that (x) there is a conflict of a claim shall not relieve interest between the Indemnified Party and the Indemnifying Party from liability hereunder with respect to in the conduct of the defense of such claim except Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the extent such failure results Indemnifying Party. Notwithstanding anything in insufficient time being available this Agreement to permit the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party to effectively defend against fully informed, in the defense of such claim and to make a timely response thereto or otherwise prejudices the Indemnifying Party's ability to defend such claim.Third