Common use of INDEMNIFICATION RESPONSIBILITIES Clause in Contracts

INDEMNIFICATION RESPONSIBILITIES. A party seeking indemnification pursuant to this Agreement shall give a reasonably detailed written notice with the addition of the relevant pleadings, letters or other documents, to the Indemnitor regarding the assertion of any claim or demand, and the commencement of any action, suit or proceeding in respect of which indemnity may be sought hereunder, and shall provide, in addition to the aforesaid, to the Indemnitor, such information with respect thereto as the Indemnitor may reasonably request. However, no failure to give such notice shall relieve the Indemnitor of any liability hereunder, subject to the applicable law. The Indemnitor shall have the right to undertake the defense if any such claim asserted by a third person, and the Indemnified Parties shall reasonably cooperate in such defense and make available such personnel, records and materials reasonably requested by the Indemnitor in connection therewith at the Indemnitor's expense. The Indemnified Parties shall be entitled to reasonably participate in such defense, but shall not be entitled to indemnification with respect to the costs and expenses of such defense if the Indemnitor shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Parties. The Indemnitor shall have no right to waive any legal defense to any claim, demand, action, suit or proceeding asserted by a third person without the written consent of the Indemnified Parties.