Procedure. The indemnities set forth in this [Article XIII] are subject to the condition that the Party seeking indemnity shall forthwith notify the other Party on being notified or otherwise made aware of a suit, action or claim and that the indemnifying 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 indemnifying Party shall pay for the other Party’s counsel); provided that the indemnifying Party may not settle the suit or otherwise consent to any judgment in such suit without the written consent of the 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 indemnity is described and provided in [Sections 13.1(a) and (b)])] above.
Procedure. The indemnities set forth in this [Article XIII]9] are subject to the condition that the Party seeking the indemnity shall forthwith notify the otherindemnifying Party on being notified or otherwise made aware of a liability, claim, suit, action or claimexpense (provided, however, that failure to provide such notice shall not relieve an indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure) and that the indemnifying Party defend and control any proceedings,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 indemnifying Party shall pay for the other Party’Partys counsel); provided thatprovided, that, the indemnifying Party may not # settle the suitliability, claim, suit, action or otherwiseexpense, or consent to any judgment in such suitjudgment, without the written consent of the indemnifiedother Party (such consent not to be unreasonably withheld, conditioned or delayed). The Parties shall cooperatewithheld) in the defenseevent such settlement adversely impacts the indemnified Partys rights or obligations, or # admit fault 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 indemnity is described and provided in [Sections 13.1(a) and (b)])] above.other Party.
Procedure. The indemnities set forthWhenever 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 this [Article XIII] are subjectconnection with any claim or legal proceedings by a third party, the notice to the condition that the Party seeking indemnity shall forthwith notify the other Party on being notified or otherwise made aware of a suit, action or claim and that the indemnifying 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 indemnifyingIndemnifying Party shall pay forspecify, if known, the other Party’s counsel); provided thatamount or an estimate of the indemnifyingamount of the liability arising from such claim. The Indemnified Party mayshall not settle the suit or otherwise consentcompromise any claim by a third party for which it is entitled to any judgment in such suitindemnification without the prior written consent of the indemnifiedIndemnifying Party, which consent shall not unreasonably be withheld, unless suit shall have been instituted against it and the Indemnifying Party (such consentshall not to be unreasonably withheld, conditioned or delayed). The Parties shall cooperate in the defensehave taken control 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 indemnity is described andsuch suit after notification as provided in [Sections[Section 13.1(a) and (b)])] above.4] of this Agreement.
Procedure. The indemnities set forth in this [Article XIII] are subjectParty (the “Indemnifying Party”) of the claim giving rise to the condition thatobligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the Party seeking indemnityclaim (provided, however, any delay or failure to provide such notice shall forthwith notify the other Party on being notifiednot constitute a waiver or release of, or otherwise made awarelimit, the Indemnified Party’s rights to indemnification under, as applicable, [[Section 13.1 or 13.2]2]]2], except to the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of a suit, action orany such claim and thatfor which it is obligated to indemnify the indemnifyingIndemnified Party. The Indemnified Party defend and control any proceedings,shall cooperate with the otherIndemnifying Party being permittedand 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 participateparticipate, at its own expense (unless there shall be a conflictand with counsel of interest which would prevent representationits choice, in the defense of any claim or suit that has been assumed by joint counsel, in which event the indemnifyingIndemnifying Party. The Indemnifying Party shall pay for the other Party’s counsel); provided that the indemnifying Party may not settle the suit or otherwise consent to any judgment in such suitclaim without the prior written consent of the indemnified Party (such consentIndemnified Party, not to be unreasonably withheld, conditioneddelayed or delayed).conditioned. The Indemnified Party shall not settle or compromise any such claim without the prior written consent of the Indemnifying Party, which it may provide in its sole discretion. If the Parties shall cooperate in the defense of any Third Party claim. The Parties acknowledge andcannot agree that the indemnity provisions of [Section 13.1] shall comprise the Parties’ sole remedy relating solelyas to the items for which indemnity is described and providedapplication of [[Section 13.1 or 13.2]2]]2] to any claim, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in [Sectionsaccordance with [[Section 13.1(a) and (b)1 or 13.2]2]])] above.2] upon resolution of the underlying claim.
Procedure.Indemnification Procedures. The indemnities set forth inParty claiming indemnity under this [Article XIII] are subject14] (the Indemnified Party) will give written notice to the conditionParty from whom indemnity is being sought (the Indemnifying Party) promptly after learning of the claim, 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 notice of the Claim. The assumption of defense of the Claim will not be construed as an acknowledgment that the Indemnifying Party seeking indemnity shall forthwith notifyis liable to indemnify any Indemnified Party in respect of the otherClaim, nor will it constitute waiver by the Indemnifying Party on being notified or otherwise made aware of a suit, action orany defenses it may assert against the Indemnified Partys claim and thatfor indemnification. The Indemnified Party will provide the indemnifyingIndemnifying Party defend and control any proceedings,with reasonable assistance, at the Indemnifying Partys expense, in connection with the otherdefense. The Indemnified Party being permitted tomay participate in and monitor such defense with counsel of its own choosing at its own expense (unless there shall be a conflictsole expense; provided, however, the Indemnifying Party has the right to assume and conduct the defense of interest which would prevent representation by joint counsel, in which event the indemnifyingClaim with counsel of its choice. The Indemnifying Party shall pay for the other Party’s counsel); provided that the indemnifying Party maywill not settle the suit or otherwise consent to any judgment in such suitClaim without the prior written consent of the indemnified Party (such consentIndemnified Party, not to be unreasonably withheld, conditioned or delayed).delayed, unless the settlement involves only the payment of money. The Parties shall cooperate inIndemnified Party will not settle any such Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume and conduct the defense of any Thirdthe Claim as provided above, # the Indemnified Party claim. The Parties acknowledgemay defend against, and agree that the indemnity provisions of [Section 13.1] shall comprise the Parties’ sole remedy relating solelyconsent to the items for which indemnity is describedentry of any judgment or enter into any settlement with respect to the Claim in any 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 provided in [Sections 13.1(a) and (b)])] above.# the Indemnified Party reserves any right it may have under this [Article 14] to obtain indemnification from the Indemnified Party.
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