Procedure for Third Party Claims Sample Clauses
The Procedure for Third Party Claims clause outlines the steps a party must follow when a claim is made against them by an external party that may trigger indemnification or liability under the contract. Typically, this clause requires the party receiving the claim to promptly notify the other party, provide relevant information, and allow the indemnifying party to assume control of the defense or settlement of the claim. By establishing a clear process for handling third party claims, this clause ensures efficient communication, protects the rights of both parties, and helps prevent disputes over responsibility or defense strategy.
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Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions:
(i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.
(ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party u...
Procedure for Third Party Claims. Any person that intends to claim indemnification under this Article 13 (an "Indemnitee") arising out of a Third Party claim shall promptly notify the indemnifying party (the "Indemnitor") of such claim in respect of which the Indemnitee intends to claim such indemnifi- cation, and the Indemnitor shall, to the extent applicable, assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses thereof to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. The parties' indemnity obligations under this Article 13 shall not apply to amounts paid in settlement of any loss, claim, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. Any Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if materially prejudicial to the Indemnitor's ability to defend such action, shall relieve the Indemnitor of any liability to the Indemnitee under this Article 13, but not any liability that it may have to the Indemnitee otherwise than under this Article 13. The Indemnitee and its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification.
Procedure for Third Party Claims. (a) The Indemnified Parties agree to give prompt notice to IPGH of the assertion of any claim by third party or the commencement of any suit, action or proceeding by a third party (a “Third Party Claim”) in respect of which indemnity may be sought under this Article 10. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted.
(b) If Imperium or IPGH, as applicable, admit that the Indemnified Parties are entitled to indemnification with respect to such claim, then Imperium or IPGH, as applicable, shall have the right, on written notice given to Indemnified Parties within 30 days after receipt of the notice from the Indemnified Parties of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the sole expense or Imperium or IPGH, as applicable, with counsel reasonably acceptable to the Indemnified Parties in connection with conducting the defense or handling of such Third Party Claim, and Imperium or IPGH, as applicable, shall defend or handle the same in consultation with the Indemnified Parties, shall keep Indemnified Parties timely apprised of the status of such Third Party Claim and shall not, without the prior written consent of the Indemnified Parties, directly or indirectly assume any position or take any action that would impose any obligation of any kind on or restrict the actions of the Indemnified Parties, which consent shall not be unreasonably withheld. Neither Imperium nor IPGH, as applicable, shall, without the prior written consent of the Indemnified Parties, agree to a settlement of any Third Party Claim that could directly or indirectly lead to liability or create any financial or other obligation on the part of the Indemnified Parties for which Indemnified Parties are not entitled to indemnification hereunder. The Indemnified Parties shall cooperate with the Imperium or IPGH, as applicable, and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event Imperium or IPGH, as applicable, fail to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 10.4(c) shall govern.
(c) If either Imperium or IPGH, as applicable, do not gi...
Procedure for Third Party Claims. If the claim notified pursuant to Clause 13.1 and 13.2 is a result of or connected with a claim by or liability to a third party, then:
13.5.1 no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser or any other member of the Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller;
13.5.2 the Seller shall be entitled at its own expense and in its absolute discretion, upon approval by the Purchaser which shall not be unreasonably withheld to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals; and
13.5.3 where the Seller has received approval pursuant to Clause 13.5.2:
(a) the Purchaser shall, and shall procure that the other members of the Purchaser’s Group shall give, subject to their being paid all reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.2, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s Group concerned but in accordance with the Seller’s instructions; and
(b) the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all correspondence and other written communications relating to the claim.
Procedure for Third Party Claims. 63 Section 10.4
Procedure for Third Party Claims. In the event of a third-party claim which might give rise to liability under this Agreement, the affected Party will:
8.5.1 Notify the potentially indemnifying Party promptly of any claims, with at least two-thirds (2/3) of the time to respond to the claim still pending.
8.5.2 Permit the potentially indemnifying Party to control the defence and settlement of such claims, provided that the potentially indemnifying Party will not settle or compromise any claim that requires the indemnified Party to make any admission of liability or take any actions, without the indemnified Party’s prior written consent.
8.5.3 Without limiting the foregoing, the indemnified Party will reasonably assist and cooperate with the potentially indemnifying Party, as requested by the potentially indemnifying Party and at the potentially indemnifying Party’s expense, in defending or settling the claim.
Procedure for Third Party Claims. 13.5.1 If a claim notified to the Seller is a result of or connected with a claim by or liability to a third party against or owed by any Relevant Purchaser, then:
(a) no admissions in relation to such third-party claim shall be made by or on behalf of the Purchaser or any Relevant Purchaser and the claim shall not be compromised, disposed of or settled without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed;
(b) the Seller shall be entitled to take such action as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or claims against third parties) in the name of and on behalf of the Purchaser or Relevant Purchaser concerned and to control the conduct of any related proceedings, negotiations or appeals; and
(c) where the Seller has issued a notice pursuant to Clause 12.5.1(b), the Relevant Purchasers shall give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 12.5.1(b), including instructing such professional or legal advisors as the Seller may nominate to act on behalf of the Purchaser or Relevant Purchaser concerned but in accordance with the Seller’s instructions, it being agreed that the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Purchaser copies of all material external correspondence relating to the claim other than such correspondence as is subject to legal professional privilege of the Seller or any member of the Seller’s Group.
Procedure for Third Party Claims. (a) Promptly after obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification shall give written notice of such claim ("Notice of Claim") to the other party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the liability, loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification.
(b) Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all settlements, judgments, costs and expenses, including the reasonable fees and expenses of any counsel retained. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless: (i) the employment has been specifically authorized by the indemnifying party in writing; (ii) the indemnifying party has improperly failed to assume the defense and employ counsel; or
Procedure for Third Party Claims. 49 Section 10.06 Procedure for Direct Claims . . . . . . . . . . . . . . . 51 Article XI - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Procedure for Third Party Claims. Pandesic will assume the -------------------------------- defense of any Loss covered by Section 14(a) ("Indemnification by Pandesic: General") that is a claim by a third party against DIGEX. The DIGEX Indemnified Person shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense or other opposition of any Loss through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. The DIGEX Indemnified Person shall, at Pandesic's expense, (i) at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to Pandesic upon request, and (ii) not compromise or settle such Loss without the prior written consent of Pandesic. If Pandesic proposes to settle or compromise any Loss, Pandesic shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the DIGEX Indemnified Person within a reasonable time prior to effecting such settlement or compromise. Notwithstanding anything contained herein to the contrary, the DIGEX Indemnified Person shall have the right to object to the settlement or compromise of any such Loss whereupon (i) the DIGEX Indemnified Person will assume the defense or other opposition of any such Loss and