Model Project Development Agreement Page 70
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88Notice of proceedings
22.5
22.5.1
Each Party shall promptly notify the other Party of any Loss or proceeding in respect of
which such notifying Party is or may be entitled to indemnification pursuant to Section
22.2.Such notice shall be given as soon as reasonably practicable after the relevant Party
becomes aware of the Loss or proceeding and that such Loss or proceeding may give
rise to an indemnification, but in any event no later than fourteen (14) Days after the
receipt by the Party seeking indemnification of notice of the commencement of any
action for which indemnity may be sought.
22.5.2
The delay or failure of such indemnified Party to provide the notice required pursuant to
this Section 22.5 to the other Party shall not release the other Party from any
indemnification obligation which it may have to such indemnified Party except:
(A)
to the extent that such failure or delay materially and adversely affected
the indemnifying Party's ability to defend such action or increased the
amount of the Loss; and
(B)
that the indemnifying Party shall not be liable for any costs or expenses
of the indemnified Party in the defence of the claim, suit, action or
proceeding during such period of failure or delay.
Defence of claims
22.6
22.6.1
Upon acknowledging in writing its obligation to indemnify an indemnified Party to the
extent required pursuant to this Section 22, the indemnifying Party shall be entitled, at
its option (subject to Section 22.6.4), to assume and control the defence of such claim,
action, suit or proceeding at its expense with legal counsel of its selection, subject to the
prior reasonable approval of the indemnified Party.
22.6.2
Unless and until the indemnifying Party acknowledges in writing its obligation to
indemnify the indemnified Party to the extent required pursuant to this Section 22, and
assumes control of the defence of a claim, suit, action or proceeding in accordance with
Section 22.6.4, the indemnified Party shall have the right, but not the obligation, to
contest, defend and litigate, with legal counsel of its own selection, any claim, action,
suit or proceeding by any third party alleged or asserted against such Party in respect of,
resulting from, related to or arising out of any matter for which it is entitled to be
indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to
the indemnification obligations of the indemnifying Party hereunder.
22.6.3
Neither the indemnifying Party nor the indemnified Party shall be entitled to settle or
compromise any such claim, action, suit or proceeding without the prior written consent
of the other, provided, however, that after agreeing in writing to indemnify the
indemnified Party, the indemnifying Party may, subject to Section 22.6.4, settle or
compromise any claim without the approval of the indemnified Party. Except where
such consent is unreasonably withheld, if a Party settles or compromises any claim,
action, suit or proceeding in respect of which it would otherwise be entitled to be
indemnified by the other Party, without the prior written consent of the other Party, the
other Party shall be excused from any obligation to indemnify the Party making such
settlement or compromise in respect of such settlement or compromise.
22.6.4
Following the acknowledgement of the indemnification and the assumption of the
defence by the indemnifying Party pursuant to Section 22.6.1, the indemnified Party
shall have the right to employ its own counsel and such legal counsel may participate in
such action, but the fees and expenses of such legal counsel shall be at the expense of
such indemnified Party, when and as incurred, unless:
64
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Legal