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Indemnification
Party A shall indemnify Party B against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.
//ALTERNATIVE// Mutual Indemnification
Each party (as Indemnitor) shall indemnify the other party (as Indemnitee) against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.
Indemnifiable Proceedign
Indemnifiable Proceeding means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding arising out of this agreement and relating to .
Exclusions
Party A will not indemnify Party B against Indemnifiable Losses to the extent Party B acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.
Indemnifiable Losses
"Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.
Losses
Losses means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.
Litigation Expenses
Litigation Expenses means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys' and other professionals' fees and disbursements.
Minimum Indemnifiable Losses
Party A will not indemnify Party B against Indemnifiable Losses that are less than .
Maximum Indemnifiable Losses
Party A will not indemnify Party B against Indemnifiable Losses that are more than .
Exlcusions
Party A will not indemnify Party B against Indemnifiable Losses to the extent Party B acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.
Notice
Before bringing a claim for indemnification Party B shall promptly notify Party B of the Indemnifiable Proceeding and deliver to Party A all legal pleadings and documents necessary to defend the Indemnifiable Proceeding. If Party B Fails to notify Party A of the Indemnifiable Proceeding Party A will be relieved of its indemnification obligations to the extent Party A was prejudiced by Party B's failure.
Defense
In addition to indemnifying Party B against all Indemnifiable Losses Party A shall defend Party B against the Indemnifiable Proceeding. Party A shall reimburse Party B for any reasonable Litigation Expenses incurred by Party B in connection with the Indemnifiable Proceedings before Party A assumes the defense of the Indemnifiable Proceeding, except for any expenses incurred by Party B's failure to promptly notify Party A of the Indemnifiable Proceeding.
Authority to Contest, Pay, or Settle
Party A may contest, pay, or settle the Indemnifiable Proceeding without obtaining Party B's consent only if Party A's decision (1) does not require Party B to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against Party B, (3) provides that the claimant's monetary damages are paid in full by Party A, and (4) requires claimant release Party B from all liability under the Indemnifiable Proceeding.
//ALTERNATIVE// Mutual Authority to Contest, Pay, or Settle
Party A must obtain Party B's consent before and decision to contest, pay, or settle the Indemnifiable Proceeding.
Exclusive Remedy
Party B's right to indemnification is the exclusive remedies available in connection to Indemnifiable Proceedings.
//ALTERNATIVE// Non-Exclusive Remedy
Party B's right to indemnification is in addition to any other remedies available to Party B.