Whenever any claim shall arise for indemnification under Section 13 of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event any such claim for indemnification is made resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising from such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification as provided in [Section 13.4] of this Agreement.
WheneverAny permitted indemnitee under [Sections 13a]. or 13b. hereof (an Indemnified Party) shall give notice to the person responsible for indemnification (an Indemnifying Party) of any claim as to which indemnification may be sought as soon as possible after the Indemnified Party has actual knowledge thereof and the amount thereof, if known. The Indemnified Party shall arise for indemnification under Section 13 of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event any such claim for indemnification is made resulting from or in connection with any claim or legal proceedings by a third party, the noticesupply to the Indemnifying Party shall specify, if known,any other information in the amount or an estimatepossession of the amountIndemnified Party regarding such claim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is damaged as a result of the liability arising from such claim. The Indemnifiedfailure to give notice. If the Indemnifying Party has assumed the defense of a third party claim, the Indemnifying Party shall not be entitled to settle or compromise any claim by asuch third party for which it is entitled to indemnificationclaim without the prior written consent of the IndemnifyingIndemnified Party, which consent shall not be unreasonably withheld, provided that such consent shall not be withheld, unless suit shall have been instituted against itrequired if such settlement involves only the payment of money and the Indemnifying Party shall not have taken controlclaimant provides to the Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, a release from all liability in respect of such suit after notification as provided in [Section 13.4] of this Agreement.third party claim.
Whenever any claim shall arise for indemnification under Section 13 of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is soughtParty (the “Indemnifying Party”) of the existenceclaim giving rise to the obligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the claim and, when known,(provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the facts constitutingIndemnified Party’s rights to indemnification under, as applicable, [Section 13.1 or 13.2]2], except to the basis forextent that such claim. Indelay or failure materially prejudices the eventIndemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim for indemnificationwhich it is made resulting from orobligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in connection withthe defense of any claim or legal proceedingssuit that has been assumed by a third party, the notice to theIndemnifying Party. The Indemnifying Party shall specify, if known,not settle any claim without the amount or an estimateprior written consent of the amount of the liability arising from such claim.Indemnified Party, not to be unreasonably withheld, delayed or conditioned. The Indemnified Party shall not settle or compromise any such claim by a third party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld, unless suit shall have been instituted against it andmay provide in its sole discretion. If the Indemnifying Party shall not have taken controlParties cannot agree as to the application of [Section 13.1 or 13.2]2] to any claim, the Parties may conduct separate defenses of such suit after notification as providedclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with [Section 13.4]1 or 13.2]2] upon resolution of this Agreement.the underlying claim.
Whenever any claim shall arise for indemnificationA Person that may be entitled to be indemnified under Section 13 of this Agreement, the party seeking indemnificationAgreement (the “Indemnified Party”) shall promptly notify the party from whomParty or Parties liable for such indemnification is sought (the “Indemnifying Party”) in writing of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event any such claim for indemnification is made resulting frompending or in connection with anythreatened claim or legal proceedings by a third party,demand that the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising from such claim. The Indemnified Party shall not settlehas determined has given or compromise anywould reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party for which it is entitledagainst the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail (taking into account the information then available to indemnification without the prior written consentIndemnified Party) the facts and circumstances with respect to the subject matter of such claim or demand; provided, that the Indemnifying Party, which consentfailure to provide such notice shall not unreasonably be withheld, unless suit shall have been instituted against it andrelease the Indemnifying Party shall not have taken controlfrom any of its obligations under [Section 4.12(a)] and this [Section 9.2] except to the extent that the Indemnifying Party is materially prejudiced by such suit after notification as providedfailure (as determined by a court of competent jurisdiction), it being agreed that notices for claims in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in [Section 13.4] of this Agreement.9.1] for such covenant or agreement.
Whenever any claim shall arise forProcedure. Either party seeking indemnification under Section 13 of this Agreement, the party seeking indemnificationAgreement (the “Indemnified Party”) shall promptly notify the party from whomrequired to provide indemnification is soughthereunder (the “Indemnifying Party”) of the existence of a claim or action (or threatened claim or action) and shall afford the claim and, when known,Indemnifying Party the facts constitutingopportunity to participate in any compromise, settlement, litigation or other resolution of such claim, or action, or, at the basis for such claim. Inelection of the eventIndemnified Party, shall require the Indemnifying Party to assume the defense of any such claim for indemnification is made resulting from or action; provided, however, that in connection with any claim or legal proceedings by a third party, the noticeevent the Indemnified Party elects to therequire Indemnifying Party to assume such defense, Indemnifying Party shall specify, if known,afford Indemnified Party the amount or an estimate of the amount of the liability arising fromopportunity to participate fully in such claim. Thedefense at Indemnified Party’s expense. Indemnified Party shall nothave the right to retain its own counsel, at its own expense. Neither party shall compromise, settle or compromise anyotherwise resolve such claim by a third party for which it is entitled to indemnificationor litigation without the other party’s prior written consent of the Indemnifying Party,consent, which consent shall not be unreasonably be withheld, unless suitwithheld or delayed; provided, however, that failure to respond within fifteen (15) business days following receipt of written notice at the address set forth in this Agreement shall have been instituted against it andconstitute consent to the Indemnifying Party shall not have taken control of such suit after notification as provided in [Section 13.4] of this Agreement.proposed compromise, settlement or resolution.
Whenever any claimProcedure. The indemnities set forth in this Article XIII are subject to the condition that the Party seeking indemnity shall arise for indemnification under Section 13 of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptlyforthwith notify the party from whom indemnification is sought (the “Indemnifying Party”)other Party on being notified or otherwise made aware of a suit, action or claim and that the existenceindemnifying Party defend and control any proceedings, with the other Party being permitted to participate at its own expense (unless there shall be a conflict of interest which would prevent representation by joint counsel, in which event the claim and, when known, the facts constituting the basis for such claim. In the event any such claim for indemnification is made resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifyingindemnifying Party shall specify, if known,pay for the amount or an estimate ofother Party’s counsel); provided that the amount of the liability arising from such claim. The Indemnifiedindemnifying Party shallmay not settle the suit or compromiseotherwise consent to any claim by a third party for which it is entitled to indemnificationjudgment in such suit without the prior written consent of the Indemnifying Party,indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed). The Parties shall cooperate in the defense of any Third Party claim. The Parties acknowledge and agree that the indemnity provisions of Section 13.1 shall comprise the Parties’ sole remedy relating solely to the items for which consent shall not unreasonably be withheld, unless suit shall have been instituted against itindemnity is described and the Indemnifying Party shall not have taken control of such suit after notification as provided in [SectionSections 13.4] of this Agreement.1(a) and (b) above.
Whenever anya claim shall arise for indemnification under Section 13 of this Agreement,Article, the party seekingParty entitled to indemnification (the “Indemnified Party”) shall give written notice (an “Indemnity Notice”) promptly notifyto the partyParty from whom indemnification is sought (the “Indemnifying Party”) ofsetting forth in reasonable detail, to the existence of the claim and, when known,extent then available, the facts constitutingconcerning the nature of such claim and the basis for such claim. Inupon which the event any such claim for indemnification is made resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising from such claim. The Indemnified Party shall not settle or compromise any claim by a third party for whichbelieves that it is entitled to indemnification without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification as provided in [Section 13.4] of this Agreement.hereunder.
Whenever any claim shall arise for indemnification under Section 13 of this Agreement,The party obligated to indemnify another party hereunder is referred to herein as the Indemnifying Party and the party seekingentitled to indemnification (the “Indemnified Party”)hereunder is referred to herein as the Indemnified Party. An Indemnified Party shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event any such claim for indemnification is made resulting from or in connection with any claim or legal proceedings by a third party, thegive prompt written notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amountassertion by the Indemnified Party or by a third party of any liability which the liability arisingIndemnified Party has reason to believe might give rise to an Indemnity Claim; provided, however, that any failure to provide such prompt written notice shall limit the Indemnified Partys right to indemnification hereunder only if and to the extent that the Indemnifying Party is prejudiced by such failure. Such notice shall set forth in reasonable detail the nature of such action or claim, and shall include a copy of any written complaint, summons, correspondence or other communication from the party asserting the claim or initiating the action. As to any such claim.Indemnity Claim which involves a third party, if the Indemnifying Party agrees to indemnify the Indemnified Party, the Indemnifying Party shall assume and thereafter control the defense of such Indemnity Claim. The Indemnified Party shall not settlebe entitled, together with the Indemnifying Party, to participate in the defense, compromise or compromisesettlement of any claim by asuch matter through the Indemnified Partys own attorneys and at its own expense, but the Indemnifying Party shall have control thereof, and the Indemnified Party, at the expense of the Indemnifying Party, shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such third party claims. The Indemnifying Party shall not make any settlement of any claims on behalf of the Indemnified Party, other than claims strictly for monetary damages as to which it is entitledthe Indemnifying Party agrees to indemnificationbe solely responsible, without the prior written consent of the IndemnifyingIndemnified Party, which consent shall not be unreasonably be withheld, unless suitwithheld. In the event that the Indemnifying Party, within 20 days after notice of an Indemnity Claim which involves a third party, fails to assume the defense thereof, the Indemnified Party shall have been instituted against itthe right to undertake the defense, compromise or settlement of such claim for the account of and at the expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the settlement, compromise or final determination thereof; provided, however, that the Indemnified Party shall not, without the Indemnifying Partys prior written consent, which shall not have taken controlbe unreasonably withheld, settle or compromise any such claim or consent to the entry of any judgment with respect to any such suit after notification as provided in [Section 13.4] of this Agreement.claim. This Section shall survive the Closing.
Whenever any claim shall arise for indemnificationIndemnification Procedures. The Party claiming indemnity under Section 13 of this Agreement,Article 14 (the Indemnified Party) will give written notice to the party seeking indemnification (the “Indemnified Party”) shall promptly notify the partyParty from whom indemnificationindemnity is being sought (the “Indemnifying Party”Indemnifying Party) promptly after learning of the existenceclaim, suit, proceeding or cause of action for which indemnity is being sought (Claim). The Indemnifying Partys obligation to defend, indemnify, and hold harmless pursuant to Section 14.1, Section 14.2 or Section 14.3, as applicable, will be reduced to the extent the Indemnified Partys delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party may assume the defense of any Claim for which indemnity is being sought by giving written notice to the Indemnified Party within days after receipt of the claim and, when known,notice of the facts constitutingClaim. The assumption of defense of the basis for such claim. InClaim will not be construed as an acknowledgment that the eventIndemnifying Party is liable to indemnify any suchIndemnified Party in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Partys claim for indemnification is made resulting from orindemnification. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Partys expense, in connection with any claim or legal proceedings by a third party, the notice todefense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall specify, if known,has the amount or an estimateright to assume and conduct the defense of the amountClaim with counsel of its choice. The Indemnifying Party will not settle any Claim without the prior written consent of the liability arising from such claim.Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money. The Indemnified Party shallwill not settle or compromise any claim by a third party for which it is entitled to indemnificationsuch Claim without the prior written consent of the Indemnifying Party, which consent shallwill not be unreasonably be withheld, unless suit shall have been instituted against it andconditioned or delayed. If the Indemnifying Party shalldoes not have taken controlassume and conduct the defense of such suit after notificationthe Claim as provided above, # the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in [Section 13.4] ofany manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and # the Indemnified Party reserves any right it may have under this Agreement.Article 14 to obtain indemnification from the Indemnified Party.
Whenever any claim shall arise forEach party entitled to indemnification under this Section 13 of this Agreement, the party seeking indemnification2.4 (the “Indemnified Party”) shall promptly notifygive notice to the party from whomrequired to provide indemnification is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the existenceIndemnifying Party to assume the defense of the claim and, when known, the facts constituting the basis for such claim. In the event any such claim for indemnification is madeor any litigation resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising from such claim. The Indemnified Party shall not settle or compromise any claim by a third partytherefrom, provided that counsel for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, which consentwho shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld,withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless suit shall have been instituted against itthe failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not have taken controlassume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such suit after notificationclaim or litigation, shall, except with the consent of each Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as providedan unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in [Section 13.4] of this Agreement.respect to such claim or litigation.
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