Common use of Provisions Regarding Indemnities Clause in Contracts

Provisions Regarding Indemnities. The party or parties being indemnified are referred to herein as the "Indemnified Party," and the indemnifying party is referred to herein as the "Indemnifying Party." The Indemnified Party shall promptly notify the Indemnifying Party in reasonable detail outlining the basis for indemnification with reference to the applicable provision(s) of this Agreement, of any claim, demand, action, or proceeding for which indemnification will be sought under this Agreement, and if such claim, demand, action, or proceeding is a third-party claim, demand, action, or proceeding, the Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to participate, at its own expense, with respect to any such third-party claim, demand, action, or proceeding. In connection with such third-party claim, demand, action, or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third-party claim, demand, action, or proceeding shall be settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If a firm written offer is made to settle any such third-party claim, demand, action, or proceeding and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third-party claim, demand, action, or proceeding; (ii) the maximum liability of the Indemnifying Party relating to such third-party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such third-party claim, demand, action, or proceeding is greater than the amount of the proposed settlement; and (iii) the Indemnified Party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party, but if the amount thereafter recovered by such third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party shall be reimbursed by the Indemnifying Party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Provisions Regarding Indemnities. (a) The party or parties being indemnified are referred to herein as the "Indemnified Party," and the amounts for which an indemnifying party is referred shall be liable under Sections 7.1 and 7.2 of this Agreement shall be: (i) net of any tax benefit realized by the indemnified party by reason of the facts and circumstances giving rise to herein the liability; and (ii) calculated by taking into account any tax required to be paid by the indemnified party as a result of any payment made to the "Indemnifying Partyindemnified party pursuant to Sections 7.1, 7.2 and 7.3 of this Agreement, but not including any tax that arises as a result of a reimbursement for tax pursuant to this clause; and (iii) net of any insurance proceeds received by the indemnified party in connection with the facts giving rise to the right of indemnification." (b) The Indemnified Party indemnified party shall promptly notify the Indemnifying Party indemnifying party in reasonable detail outlining the basis for indemnification with reference to the applicable provision(s) of this Agreement, of any claim, demand, action, action or proceeding for which indemnification will be sought under Section 7.1, 7.2 or 7.3 of this Agreement, and if such claim, demand, action, action or proceeding is a third-third party claim, demand, action, action or proceeding, the Indemnifying Party indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Partyindemnified party. The Indemnified Party indemnified party shall have the right to participate, at its own expense, with respect to any such third-third party claim, demand, action, action or proceeding. In connection with any such third-third party claim, demand, action, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third-third party claim, demand, action, action or proceeding shall be settled without the prior written consent of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld or delayedwithheld. If a firm written offer is made to settle any such third-third party claim, demand, action, action or proceeding and the Indemnifying Party indemnifying party proposes to accept such settlement and the Indemnified Party indemnified party refuses to consent to such settlement, then: : (i) the Indemnifying Party indemnifying party shall be excused from, and the Indemnified Party indemnified party shall be solely responsible for, all further defense of such third-third party claim, demand, action, action or proceeding; (ii) the maximum liability of the Indemnifying Party indemnifying party relating to such third-third party claim, demand, action, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party indemnified party on such third-third party claim, demand, action, action or proceeding is greater than the amount of the proposed settlement; and (iii) the Indemnified Party indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Partyindemnified party, but if the amount thereafter recovered by such third party from the Indemnified Party indemnified party is less than the amount of the proposed settlement, the Indemnified Party indemnified party shall be reimbursed by the Indemnifying Party indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. (c) OGC shall not be required to indemnify the Buyer Parties under Section 7.1 hereof unless and until the aggregate of the Buyer's losses, damages, costs, expenses, liabilities, obligations and claims subject to such indemnification obligation exceeds Fifty Thousand Dollars ($50,000), and then OGC shall be responsible for the first $50,000 of such losses, damages, costs, expenses, liabilities, obligations and claims in addition to any amounts in excess thereof. (d) The Buyer Parties agree that their indemnification rights under this Article VII shall be their exclusive remedy for any breach or inaccuracy of the representations and warranties made by OGC in or pursuant to this Agreement, except in instances of fraud or intentional misconduct on the part of OGC.