Common use of CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS Clause in Contracts

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. Any party seeking indemnification under this Agreement (an “Indemnitee”) shall give each party from whom indemnification is sought (an "Indemnitor") prompt written notice of the claim for which it seeks indemnification. Failure of the Indemnitee to give such prompt notice shall not relieve an Indemnitor of its indemnification obligation; provided that such indemnification obligation shall be reduced by any damages suffered by the Indemnitor resulting from a failure to give prompt notice hereunder. The Indemnitor shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges in writing that the claim is fully indemnifiable under this Agreement, it shall have the right to assume total control of the defense of such claim at its own expense. The Indemnitee agrees not to settle such claim without the written consent of the Indemnitor which consent shall not be unreasonably withheld. Nothing contained in this Section 10.7 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement.

CONTROL OF DEFENSE OF INDEMNIFIABLE CLAIMS. Any party seeking indemnification under this Agreement (an “Indemnitee”a) Buyer shall give each party from whom indemnification is sought (an "Indemnitor") Sellers prompt written notice of the claim for which it seeks indemnification. Failure of the Indemnitee Buyer to give such prompt notice shall not relieve an Indemnitor the Sellers of its their indemnification obligation; , provided that such indemnification obligation shall be reduced by any damages suffered by the Indemnitor Sellers resulting from a failure to give prompt notice hereunder. The Indemnitor Sellers shall be entitled to participate in the defense of such claim. If at any time the Indemnitor acknowledges Sellers acknowledge in writing that the claim is fully indemnifiable under this Agreement, it they shall have the right to assume total control of the defense of such claim at its their own expense. The Indemnitee If the Sellers do not assume total control of the defense of any such claim, the Buyer agrees not to settle such claim without the written consent of the Indemnitor Sellers, which consent shall not be unreasonably withheld. Nothing contained in this Section 10.7 12.6 shall prevent either party from assuming total control of the defense and/or settling any claim against it for which indemnification is not sought under this Agreement. Notwithstanding any other provision hereof, neither party shall be entitled to indemnification in respect of a representation or warranty which it actually knew to be incorrect, whether as a result of its investigation prior to the Closing or otherwise.