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Procedure. Any party that proposes to assert the right to be indemnified under this [Section 11] will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this [Section 11], notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under this [Section 11] and # any liability that it may have to any indemnified party under the foregoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or # the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Procedure. Any party that proposes to assert the right to be indemnified under this [Section 11]Section 10 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this [Section 11],Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under this [Section 11]Section 10 and # any liability that it may have to any indemnified party under the foregoing provisionsprovision of this [Section 11]Section 10 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or # the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail.as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11]Section 10 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising or that may arise out of such litigation, investigation, proceedingclaim, action or claim and # does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.proceeding.

Indemnification Procedure. Any party that proposesEach Party’s agreement to assertindemnify, defend, and hold harmless under Section 11.1 or 11.2, as applicable, is conditioned upon the right to be indemnified under this [Section 11] will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this [Section 11], notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under this [Section 11] and # any liability that it may have to any indemnified party under the foregoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by deliveringproviding written notice to the indemnified party promptly after receiving noticeindemnifying Party of the commencement of theany claim, demand or action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalfarising out of the indemnified party)matter as soon as reasonably possible, and in any event no later than within thirty (30) days after the indemnified Party has actual knowledge of such claim, demand or action, # permitting the indemnifying party has not in fact employed counselParty to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such action within a reasonable time after receiving notice ofclaim, demand or action, # assisting the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will beindemnifying Party, at the expenseindemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, and # not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that if the party or parties. It is understood thatentitled to indemnification fails to promptly notify the indemnifying party or parties shall not, in connection with any proceeding or related proceedings inParty pursuant to the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by[foregoing clause (a)], the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying partyParty will not, in any event,only be liable for any settlementrelieved of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consentindemnification obligation under this Section 11 to the entry of any judgment in any pending or threatened claim, action or proceeding relatingextent materially prejudiced by such failure. Notwithstanding anything to the matters contemplated by this [Section 11] (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.contrary, however:

Procedure. Any party that proposes to assert the right to be indemnified under this [Section 11] will, promptlyNotice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action againstor proceeding, such indemnified party shall, if a claim in respect of which a claimthereof is to be made against anthe indemnifying party or parties under this [Section 11],hereunder, notify each suchthe indemnifying party of the commencement of such action, enclosing a copy of all papers served,in writing thereof, but the omission to so to notify such indemnifying party will not relieve the indemnifying party from # any liability thatshall not relieve it might have to any indemnified party otherwise than under this [Section 11] and #from any liability that it may have to any indemnified party other than under the foregoing provisions of this [Section 11] unless, and onlySection 3.08(c), except to the extent that, such omission results in the forfeiture of substantive rights or defenses bythat the indemnifying party. Ifparty is materially prejudiced by such failure. In any such action is brought against any indemnified party andparty, it notifiesshall notify the indemnifying party of its commencement, the commencement thereof. The indemnifying party willshall be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified,shall wish, to assume and undertake the defense of the action,thereof with counsel reasonably satisfactory to thesuch indemnified party, andparty and, after notice from the indemnifying party to thesuch indemnified party of its election so to assume and undertake the defense,defense thereof, the indemnifying party willshall not be liable to thesuch indemnified party under this Section 3.08 for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by thesuch indemnified party in connection with the defense. Thedefense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, # if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party will haveor # if the right to employ its own counseldefendants in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel byaction include both the indemnified party has been authorized in writing byand the indemnifying party, #party and counsel to the indemnified party has reasonablyshall have concluded (based on advice of counsel) that there may be legalreasonable defenses available to it or otherthe indemnified partiesparty that are different from or in additionadditional to those available to the indemnifying party, # a conflict or potential conflictif the interests of interest exists (based on advice of counsel to the indemnified party) between the indemnified party andreasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party (in which case the indemnifying party will notshall have the right to directselect a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action on behalf of the indemnified party) or # the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which caseswith the reasonable and documented out-of-pocket fees, disbursementsexpenses and other chargesfees of such separate counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for theand other reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admittedexpenses related to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges willparticipation to be reimbursed by the indemnifying party promptly after theas incurred. Notwithstanding any other provision of this Agreement, no indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement ofshall settle any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or notbrought against any indemnified party iswith respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a party thereto), unless such settlement, compromise or consent # includes ancomplete and unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claimof, and # does not include a statement as to or ancontain any admission of fault, culpability or a failure to act by or on behalf of anywrongdoing by, the indemnified party.

Procedure. AnyNotice. Promptly after receipt by an indemnified party that proposes to assert the right to be indemnified under this [Section 11] will, promptly after receipthereunder of notice of the commencement of any action againstaction, such indemnified party shall, if a claim in respect of which a claimthereof is to be made against anthe indemnifying party or parties under this [Section 11],hereunder, notify each suchthe indemnifying party of the commencement of such action, enclosing a copy of all papers served,in writing thereof, but the omission to so to notify such indemnifying party will not relieve the indemnifying party from # any liability thatshall not relieve it might have to any indemnified party otherwise than under this [Section 11] and #from any liability that it may have to any indemnified party other than under the foregoing provisions of this [Section 11] unless, and onlySection 2.08(c), except to the extent that, such omission results in the forfeiture of substantive rights or defenses bythat the indemnifying party. Ifparty is materially prejudiced by such failure. In any such action is brought against any indemnified party andparty, it notifiesshall notify the indemnifying party of its commencement, the commencement thereof. The indemnifying party willshall be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified,shall wish, to assume and undertake the defense of the action,thereof with counsel reasonably satisfactory to thesuch indemnified party, andparty and, after notice from the indemnifying party to thesuch indemnified party of its election so to assume and undertake the defense,defense thereof, the indemnifying party willshall not be liable to thesuch indemnified party under this Section 2.08 for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by thesuch indemnified party in connection with the defense. Thedefense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, # if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party will haveor # if the right to employ its own counseldefendants in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel byaction include both the indemnified party has been authorized in writing byand the indemnifying party, #party and counsel to the indemnified party has reasonablyshall have concluded (based on advice of counsel) that there may be legalreasonable defenses available to it or otherthe indemnified partiesparty that are different from or in additionadditional to those available to the indemnifying party, # a conflict or potential conflictif the interests of interest exists (based on advice of counsel to the indemnified party) between the indemnified party andreasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party (in which case the indemnifying party will notshall have the right to directselect a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action on behalf ofaction, with the indemnified party) or # the indemnifying party has not in fact employed counsel to assume the defensereasonable expenses and fees of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursementsseparate counsel and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding orreasonable expenses related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges willparticipation to be reimbursed by the indemnifying party promptly after theas incurred. Notwithstanding any other provision of this Agreement, no indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement ofshall settle any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or notbrought against any indemnified party iswith respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a party thereto), unless such settlement, compromise or consent # includes ancomplete and unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claimof, and # does not include a statement as to or ancontain any admission of fault, culpability or a failure to act by or on behalf of anywrongdoing by, the indemnified party.

Procedure. AnyPromptly after receipt by an indemnified party that proposes to assert the right to be indemnified under this [Section 11] will, promptly after receipt[subsection (a) or (b)])] above of notice of the commencement of any action againstaction, such indemnified party shall, if a claim in respect of which a claimthereof is to be made against anthe indemnifying party or parties under this [Section 11],such subsection, notify each suchthe indemnifying party in writing of the commencement of such action, enclosing a copy of all papers served,thereof, but the omission so to notify such indemnifying party will not relieve the indemnifying party from # any liability thatshall not relieve it might have to any indemnified party otherwise than under this [Section 11] and #from any liability that it may have to any indemnified party otherwise than under the foregoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses bysubsection, unless the indemnifying party. Ifparty has been prejudiced thereby. In case any such action isshall be brought against any indemnified party and it notifiesshall notify the indemnifying party of its commencement,the commencement thereof, the indemnifying party willshall be entitled to participate intherein and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party,shall wish, jointly with any other indemnifying party similarly notified, to assume the defense of the action,thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,party which consent shall not be unreasonably withheld, conditioned or delayed, be counsel to the indemnifying party), provided, however, if the defendants in any such action include both the indemnified party and after notice from the indemnifying party toand the indemnified party of its election to assumeshall have reasonably concluded that a conflict may arise between the defense,positions of the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection withconducting the defense. The indemnified party will have the right to employ its own counsel indefense of any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel)action or that there may be legal defenses available to it and/or other indemnified parties thatwhich are different from or in additionadditional to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will notor parties shall have the right to directselect separate counsel to assume the legal defenses of such indemnified party or parties (but not to control the defense of such action as to the indemnifying party) and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless # the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with, to the extent necessary in the circumstances, one separate local counsel in the jurisdiction in which such action is pending) to represent all indemnified parties, approved by the indemnifying party) or # the indemnifying party hasshall not in facthave employed counsel satisfactory to assume the defense of such actionindemnified party within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonablefees and documented out-of-pocket fees, disbursements and other chargesexpenses of one counsel willfor the indemnified party or parties (in addition to local counsel) shall be at the expense of the indemnifying party or parties. It is understood that theparty. The indemnifying party or partiesunder this [Section 6] shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event,not be liable for any settlement or compromise of or agreed judgment in any actionproceedings effected or claim effectedagreed to without its prior express written consent.consent, but if any such proceeding is settled or compromised, or an agreed judgment is entered into, with such consent or if there be a final judgment (other than an agreed judgment) rendered in favor of for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement, compromise, agreed judgment or other judgment. No indemnifying party shall, without the prior written consent of eachthe indemnified party, settleeffect the settlement or compromise of, or consent to the entry of any judgment inwith respect to, any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11]claim in respect of which indemnification or contribution may be sought hereunder (whether or not anythe indemnified party is aan actual or potential party thereto),to such action or claim) unless such settlement, compromise or consentjudgment # includes an unconditional release of eachthe indemnified party from all liability arising out of such litigation, investigation, proceedingaction or claim and # does not include a statement as to or an admission of fault, culpability or a failure to actact, by or on behalf of any indemnified party.

Procedure. Any party that proposesConditions to assert the right to be indemnified under this [Section 11] will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this [Section 11], notify each such indemnifying partyIndemnification. The obligations of the commencementindemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under this [Section 11] and # any liability that it may have to any indemnified party under the foregoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified partyindemnifying Party of any potential Liability promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any otherParty becomes aware of such potential Liability. The indemnifying party similarly notified,Party shall have the right to assume the defense of the action, with counsel reasonably satisfactoryany suit or claim related to the indemnified party, and after notice fromLiability if it has assumed responsibility for the indemnifying party tosuit or claim in writing; however, if in the reasonable judgment of the indemnified partyParty, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred byParty, the indemnified party in connection withParty may retain control of the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other chargesdefense or settlement thereof by providing written notice of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those availableeffect to the indemnifying party, #Party, but in no event shall such action or notice be construed as a conflict or potential conflictwaiver of interest exists (based on advice of counsel toany indemnification rights that the indemnified party) betweenParty may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified party and the indemnifying party (in which case the indemnifying party willParty may participate in (but not have the right to directcontrol) the defense of such action on behalfthereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified party) or #Party to promptly notify the indemnifying party hasParty of a potential Liability shall not constitute a waiver of, or result in fact employed counselthe loss of, such Party’s right to assumeindemnification under Section 11.01 or 11.02, as appropriate, except to the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understoodextent that the indemnifying party Party’s rights, and/or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admittedits ability to practice indefend against such jurisdiction at any one time for allLiability, are materially prejudiced by such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.notify.

Procedure. AnyPromptly after receipt by an indemnified party that proposes to assert the right to be indemnified under this [Section 11] will, promptly after receiptSection 1.6 of notice of the commencement of any action against(including any governmental action), such indemnified party will, if a claim in respect of which a claimthereof is to be made against anany indemnifying party or parties under this [Section 11], notify eachSection 1.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the commencement of such action, enclosing a copy of all papers served,indemnified party under this Section 1.6, but the omission so to notify suchdeliver written notice to the indemnifying party will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under this [Section 11] and #of any liability that it may have to any indemnified party otherwise than under the foregoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or # the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.Section 1.6.

Procedure. AnyProcedures. All claims for indemnification by a party that proposespursuant to assertthis Article XI in connection with an action, suit or proceeding shall be made in accordance with the rightprovisions of this [Section 11.5]. The party entitled to be indemnifiedindemnification under this [Section 11] will, promptly after receipt of notice of commencement of any action againstArticle XI (the “Indemnified Person”) shall give prompt written notification to the party obligated to provide such party in respect of which a claim is to be made against an indemnifying party or parties under this [Section 11], notify each such indemnifying partyindemnification (the “Indemnifying Person”) of the commencement of suchany action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under this [Section 11] and # any liability that it may have to any indemnified party under the foregoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or # the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article XI may be sought, together with a reasonable estimated amount of such claim; provided, however, that no delay on the matters contemplatedpart of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Person from any liability or obligation under this Article XI, except to the extent of any damage or liability caused solely by this [Section 11] (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.delay.

Procedure. AnyNotifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party that proposes to assert the right to be indemnified under this [Section 11] will, promptly after receiptSection 6 of notice of the commencement of any action againstaction, such indemnified party will, if a claim in respect of which a claimthereof is to be made against an indemnifying party or parties under this [Section 11],Section 6, notify each suchthe indemnifying party in writing of the commencement of such action, enclosing a copy of all papers served,thereof, but the omission so to notify suchthe indemnifying party will not relieve the indemnifying partyit from # any liability that it might have to any indemnified party otherwise than under this [Section 11] and # any liability thatwhich it may have to any indemnified party for contribution or otherwise under the foregoing provisions ofindemnity agreement contained in this [Section 11] unless, and onlySection 6 to the extent that,it is not materially prejudiced as a proximate result of such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Iffailure. In case any such action is brought against any indemnified party and it notifies thesuch indemnified party seeks or intends to seek indemnity from an indemnifying party of its commencement,party, the indemnifying party will be entitled to participate inin, and, to the extent that it electsshall elect, jointly with all other indemnifying parties similarly notified, by delivering written notice delivered to the indemnified party promptly after receiving the aforesaid notice of the commencement of the action from thesuch indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,thereof with counsel reasonably satisfactory to such indemnified party; provided, that, if the defendants in any such action include both the indemnified party,party and after notice from the indemnifying party toand the indemnified party of its election to assumeshall have reasonably concluded that a conflict may arise between the defense,positions of the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection withconducting the defense. The indemnified party will have the right to employ its own counsel indefense of any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel)action or that there may be legal defenses available to it and/or other indemnified parties thatwhich are different from or in additionadditional to those available to the indemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will notor parties shall have the right to directselect separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of thesuch indemnified party)party or #parties. Upon receipt of notice from the indemnifying party has not in fact employed counselto such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless # the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Agent (in the case of counsel for the indemnified parties referred to in Section 6(a), (b) or (c) above), # the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receiving notice of the commencement of the action,action or # the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the reasonablefees and documented out-of-pocket fees, disbursements and other chargesexpenses of counsel willshall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or partiesand shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statementpaid as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.they are incurred.

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