Indemnification Procedure Clause Example with 6 Variations from Business Contracts

This page contains Indemnification Procedure clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Indemnification Procedure. Any Person entitled to indemnification under this Agreement shall promptly, and in any event within five (5) Business Days, notify the indemnifying party in writing of the commencement of any action, proceeding or investigation of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations hereunder, except and only to... the extent the indemnifying party is materially prejudiced thereby, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party's reasonable judgment a conflict of interest exists in respect of such Loss, to assume and direct the defense thereof, to the extent that it so chooses, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to such indemnified party that it chooses to assume and direct the defense of such an action, proceeding or investigation, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party has reasonably concluded (based upon advice of its 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, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (ii) 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 and (iii) does not and is not likely to materially adversely affect the indemnified party. View More
Found in Rockwell Automation Inc. contract

Variations of a "Indemnification Procedure" Clause from Business Contracts

Indemnification Procedure. Any Person entitled to indemnification under this Agreement shall promptly, and in any event within five (5) Business Days, notify the indemnifying party in writing of the commencement of any action, proceeding or investigation of which such Person has actual knowledge and with respect to which a claim for indemnification may hereunder shall be made hereunder, but subject to the failure following provisions: (i) the party seeking indemnification shall provide prompt written notice of the claim t...o the indemnifying party, provided that any indemnified party to provide such delay in providing notice shall not relieve the indemnifying party of its indemnity obligations hereunder, except and only to the extent ; (ii) the indemnifying party is materially prejudiced thereby, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party's reasonable judgment a conflict of interest exists in respect of such Loss, to assume and direct the defense thereof, to the extent that it so chooses, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to such indemnified party that it chooses to assume and direct the defense of such an action, proceeding or investigation, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in control the defense and all negotiations relative to the settlement of any such claim, but provided that no settlement admitting liability on the fees and expenses part of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party has reasonably concluded (based upon advice of its 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, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. No indemnifying party shall, made without the express written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not party; and (iii) the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of shall reasonably cooperate with the indemnified party from all liability arising out of such action or claim, (ii) 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 indemnifying party and (iii) does not its counsel at the indemnifying party's cost and is not likely to materially adversely affect the indemnified party. expense. View More
Found in Kubient, Inc. contract
Indemnification Procedure. Any Person (a)In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement Agreement, such Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses shall promptly, and in any event within five (5) Business Days, notify the indemnifying party under Section 8 (the "Indemnifying Party") in writing of its claim for indemnification for such Losses, specifying in reasonable detail the commen...cement nature of any action, proceeding or investigation such Losses and the amount of which the Loss estimated to accrue therefrom; provided, however, that failure to give such Person has actual knowledge notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within a reasonable period of time after the Indemnified Party's receipt of such request, all information and documentation reasonably requested by the Indemnifying Party with respect to which such Losses. (b)If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party, unless such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. Except as provided below, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for indemnification may any legal expenses subsequently incurred by the Indemnified Part) in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be made hereunder, but liable for the failure reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the Parties hereto will reasonably cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any indemnified party material provided hereunder. If the Indemnifying Party chooses to provide defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such notice Third Party Claim if (i) such settlement, compromise or discharge does not relate solely to monetary 7 damages, (ii) such settlement, compromise or discharge does not expressly unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to such Third Party Claim and (iii) the Indemnifying Party is not directly paying the full amount of the Losses in connection with such Third Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (not to be unreasonably withheld). (c)Each Indemnified Party shall take, and shall cause its Affiliates to take. all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss (which costs shall be deemed to be Losses); provided, that such failure to use such efforts in accordance with the foregoing shall not relieve the indemnifying party Indemnifying Party of its indemnification obligations hereunder, under Section 9 except and only to the extent that the indemnifying party Indemnifying Party is materially prejudiced thereby, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party's reasonable judgment a conflict of interest exists in respect of such Loss, to assume and direct the defense thereof, to the extent that it so chooses, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to such indemnified party that it chooses to assume and direct the defense of such an action, proceeding or investigation, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party has reasonably concluded (based upon advice of its 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, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (ii) 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 and (iii) does not and is not likely to materially adversely affect the indemnified party. thereby. View More
Found in Athenex, Inc. contract
Indemnification Procedure. Any Person entitled to indemnification under this Agreement The indemnified party shall promptly, and in any event within five (5) Business Days, notify give the indemnifying party in writing prompt written notice of the commencement assertion of any action, proceeding or investigation third party claim of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the failure of any indemnified party to provide such notice shall not re...lieve has knowledge, which is covered by the indemnity agreement set forth above. The indemnifying party will undertake the defense thereof by representatives chosen by the indemnifying party of its obligations hereunder, except and only to the extent the indemnifying party is materially prejudiced thereby, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party's reasonable judgment a conflict of interest exists in respect of such Loss, to assume and direct the defense thereof, to the extent that it so chooses, with counsel reasonably satisfactory party, but acceptable to the indemnified party. After notice from party in its reasonable discretion. If the indemnifying party party, within a reasonable time after notice of any such claim fails to such defend, the indemnified party that it chooses to assume and direct the defense of such an action, proceeding or investigation, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided that any Person entitled to indemnification hereunder shall will have the right to select and employ separate counsel and to participate in undertake the defense defense, compromise or settlement of such claim, but claim on behalf of and for the fees account and expenses risk of such counsel shall be at the expense indemnifying party, subject to the right of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory at any time prior to such Person within settlement, compromise or final determination thereof. Anything in this Section 8.4 to the contrary withstanding, if there is a reasonable time, (C) probability that a claim may materially and adversely affect the indemnified party has reasonably concluded (based upon advice other than as a result of its counsel) that there may be legal defenses available to it money damages or other payments, the indemnified party shall have the right, at the cost and expense of the indemnifying party, to defend, compromise, or settle such claim. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, or a settlement shall have been consummated, or the parties that are different from or in addition shall have arrived at a mutually binding agreement, with respect to those available each separate third party claim indemnified hereunder, the indemnified party shall forward to the indemnifying party, or (D) in the reasonable judgment party notice of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person sums due and owing by the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, claim and the indemnifying party shall not have the right pay such sums to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect in cash or by certified check, within thirty (30) days after the settlement or compromise of, or consent to the entry of any judgment with respect to, any action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out date of such action or claim, (ii) 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 and (iii) does not and is not likely to materially adversely affect the indemnified party. notice. View More
Found in Rancho Santa Fe Mining, Inc. contract
Indemnification Procedure. Any Person entitled Promptly after receipt by an Indemnitee of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnification be made against the indemnifying party under this Agreement shall promptly, and in any event within five (5) Business Days, Section 12, notify the indemnifying party in writing of the commencement of any action, proceeding or investigation of which such Person has actual knowledge and with respect to which a clai...m for indemnification may be made hereunder, thereof; but the failure of any indemnified so to notify the indemnifying party to provide such notice shall (i) will not relieve it from liability under Section 12 unless and to the extent such failure results in the forfeiture by the indemnifying party of its obligations hereunder, except substantial rights and only to the extent the indemnifying party is materially prejudiced thereby, defenses and shall not (ii) will not, in any event, relieve the indemnifying party from any liability which it may have obligations to any indemnified party otherwise Indemnitee other than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnification obligation provided in Section 12. The indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party's reasonable judgment a conflict appoint counsel of interest exists in respect of such Loss, to assume and direct the defense thereof, to the extent that it so chooses, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party party's choice at the indemnifying party's expense to such indemnified party that it chooses to assume and direct represent the defense of such an action, proceeding or investigation, Indemnitee in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable responsible for the fees and expenses of any separate counsel, retained by the Indemnitee or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party the Indemnitee. Notwithstanding the indemnifying party's election to appoint counsel to represent the Indemnitee in connection with an action, the defense thereof, provided that any Person entitled to indemnification hereunder Indemnitee shall have the right to select and employ one separate counsel (in addition to one local counsel in each applicable jurisdiction, if needed), and to participate in the defense of such claim, but indemnifying party shall bear the fees reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel shall be at the expense of such Person unless (A) chosen by the indemnifying party has agreed in writing to pay represent the Indemnitee would present such fees counsel with a conflict of interest; (ii) the actual or expenses, (B) potential defendants in, or targets of, any such action include both the Indemnitee and the indemnifying party and the Indemnitee shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or and/or other indemnified parties Indemnitees that are different from or in addition additional to those available to the indemnifying party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and party; (iii) the indemnifying party with respect shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of 39 the institution of such claims (in which case, if the Person notifies action; or (iv) the indemnifying party shall authorize the Indemnitee in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the party. An indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. No indemnifying party shall, will not, without the prior written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement Indemnitees, settle or compromise of, or consent to the entry of any judgment with respect to, to any action pending or claim threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an Indemnitees are actual or potential party parties to such action claim or claim) action) unless such settlement, compromise or judgment (i) consent includes an unconditional release of the indemnified party each Indemnitee from all liability arising out of such action claim, action, suit or claim, (ii) proceeding and does not include a statement any admission as to or an admission of fault, culpability or a failure to act, by or act on behalf the part of any indemnified party and (iii) does not and is not likely to materially adversely affect the indemnified party. Indemnitee. View More
Found in Invitae Corp contract
Indemnification Procedure. Any Person (a) If any party shall seek indemnification with respect to any Loss or potential Loss for which such party seeking indemnification (the "Indemnified Party") is entitled to indemnification under this Agreement Section 11 or Section 12 above, then the Indemnified Party shall promptly, and in any event within five (5) Business Days, promptly notify the indemnifying other party of such Loss or potential Loss (the "Indemnifying Party") in writing writing; provided, however, that no delay ...on the part of the commencement of any action, proceeding or investigation of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but Indemnified Party in notifying the failure of any indemnified party to provide such notice Indemnifying Party shall not relieve the indemnifying party of its obligations hereunder, except and only Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the indemnifying party Indemnifying Party is materially prejudiced thereby, and shall not relieve thereby. (b) An Indemnifying Party will have the indemnifying party from any liability which it may have right to any indemnified party otherwise than hereunder. In case any action or proceeding is brought defend the Indemnified Party against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party's reasonable judgment a conflict of interest exists in respect of such Loss, to assume and direct the defense thereof, to the extent that it so chooses, claim with counsel of its choice, reasonably satisfactory to the indemnified party. After Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given notice from of the indemnifying party claim, that the Indemnifying Party will satisfy its indemnification obligations to such indemnified party the extent required under this Agreement, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that it chooses the Indemnifying Party will have the financial resources to assume defend against the claim and direct to fulfill its indemnification obligations hereunder, (iii) the claim involves only money damages and does not seek injunctive or other equitable relief, (iv) ) the claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, and (v) the Indemnifying Party conducts the defense of such an action, proceeding or investigation, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with claim actively and diligently. So long as the Indemnifying Party is conducting the defense thereof, provided that any Person entitled to indemnification hereunder of the claim in accordance with this Section 13, (w) the Indemnified Party shall have cooperate in good faith in such defense, (x) the right to select Indemnified Party may retain separate co-counsel at its sole cost and employ separate counsel expense and to participate in the defense of such the claim, but subject to the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing Indemnifying Party's right to pay such fees or expenses, (B) the indemnifying party shall have failed to assume control the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) thereof , (y) the indemnified party has reasonably concluded (based upon advice of its 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, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall Indemnified Party will not have the right to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and (z) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. If a firm offer is made to settle a third-party claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such third-party claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within thirty (30) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such third-party claim and in such event, the maximum liability of the Indemnifying Party as to such third-party claim shall not exceed the amount of such settlement offer. 22 (c) In the event any of the conditions of Section 13(b) above is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, any action or the claim in respect any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of which indemnification or contribution may be sought hereunder (whether or not defending against the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (ii) 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 claim (including attorneys' fees and expenses reasonably incurred), and (iii) does not and is not likely the Indemnifying Party will remain responsible to materially adversely affect indemnify the indemnified party. Indemnified Party to the extent required under Section 11or Section 12 above. View More
Found in ESPORTS ENTERTAINMENT GROUP, INC. contract
Indemnification Procedure. Any Person entitled to indemnification under this Agreement shall promptly, and in any event within five (5) Business Days, notify promptly the indemnifying party in writing of the commencement of any action, action or proceeding or investigation of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations hereunder,... except and only to the extent the indemnifying party is materially prejudiced thereby, thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the reasonable opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest exists between such indemnified and indemnifying parties may exist in respect of such Loss, claim, to assume and direct the defense thereof, thereof (alone or jointly with any other indemnifying party similarly notified), to the extent that it so chooses, with counsel reasonably satisfactory to the such indemnified party. After party, and after notice from the indemnifying party to such indemnified party that it chooses to assume and direct the defense of such an action, proceeding or investigation, so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided thereof; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) business days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified party who is a defendant in any Person entitled action or proceeding which is also brought against the indemnifying party shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to indemnification hereunder such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to select and employ separate assume or continue its own defense as set forth above (but with no more than one firm of counsel and for all indemnified parties in each jurisdiction, except to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying extent any indemnified party has agreed in writing to pay such fees or expenses, (B) the indemnifying party parties reasonably shall have failed to assume concluded, based on the defense opinion of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) counsel, that there may be legal defenses available to it such party or parties which are not available to the other indemnified parties that are different from or in addition to those available to the indemnifying party, or (D) in extent representation of all indemnified parties by the reasonable judgment same counsel is otherwise inappropriate under applicable standards of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person professional conduct) and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person, but shall always be permitted to participate in such defense. liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (ii) claim and (B) 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 and (iii) does not and is not likely to materially adversely affect the indemnified party. View More
Found in Farmland Partners Inc. contract