Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, provided that the Indemnified Party may participate in such defense at such party’s expense; provided, further, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each party entitled (a) In the event that any Person shall incur or suffer any Losses in respect of which indemnification may be sought by such Person pursuant to indemnification under the provisions of this Article 10 11 (including any Losses to which the Deductible is applicable), the Person seeking to be indemnified hereunder (the “Indemnified Party”) shall give assert a claim for indemnification by written notice to the party required to provide such Person from whom indemnification is sought (the “Indemnifying Party”) promptly after stating with reasonable specificity the nature and basis of such Indemnified Party has actual knowledge claim (including the breach, inaccuracy, non-performance or provision of the Agreement to which such claim relates), a reasonable estimate of the amount of such claim and including copies of all relevant pleadings and other demands (a “Notice”). In the case of Losses arising by reason of any claims as to which indemnity is soughtthird party claim, and the Notice shall permit be given within thirty (30) days of the Indemnifying Party to assume the defense filing or other written assertion of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, that against the Indemnified Party may participate and in such defense at such party’s expense; providedall other cases with reasonable promptness, further, that but the failure of any the Indemnified Party to give notice as provided herein the Notice within such time period shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent any liability that the Indemnifying Party has been adversely affected by such failure. The may have to the Indemnified Party shall furnish such information regarding itself or the claim in question as unless the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent can demonstrate actual loss or prejudice as shall be reasonably required in connection with the defense a result of such claim and litigation resulting therefromfailure.

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect theretothereto (provided that the Indemnifying Party will not enter into any settlement with respect thereto without the consent of the Indemnified Party which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 9 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation Proceeding resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 9 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each (a) Whenever a claim shall arise for indemnification hereunder, the party entitled to seeking indemnification under this Article 10 (the “Indemnified Party”an "indemnified party") shall give reasonably prompt notice to the party required from whom indemnification is sought (an "indemnifying party") of the claim for indemnification and the facts, in reasonable detail, constituting the basis for such claim (a "Claim Notice"); provided that failure -------- of an indemnified party to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge give prompt written notice of any claims as to which indemnity is soughtclaim shall not release, and shall permit the Indemnifying Party to assume the defense of any such claim waive or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement otherwise affect an indemnifying party's obligations with respect thereto; provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 thereto except to the extent that the Indemnifying Party has been indemnifying party is adversely affected in its ability to defend against such claim or is otherwise prejudiced thereby. In the case of any claim for indemnification by any Buyer Indemnified Party, (i) the Claim Notice shall specify whether such failure. The claim is being made pursuant to Section 9.2(a) or Section 9.2(b) and (ii) such Buyer Indemnified Party shall furnish such information regarding itself or deliver the claim in question as Claim Notice to the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with Escrow Agent at the Indemnifying Party time of delivery to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnifying party.