Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall deem prudent. Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Clause 19 Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Clause 19 Indemnitor”), the Clause 19 Indemnitee shall promptly give notice to the Clause 19 Indemnitor and the Clause 19 Indemnitor (unless otherwise requested by the Clause 19 Indemnitee) shall assume and conduct the defense, or settlement, of such claim or suit, as the Clause 19 Indemnitor shall deem prudent. Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Clause 19 Indemnitee and shall be followed AVTA - A320 Family & A320 NEO Family PA by such cooperation by the Clause 19 Indemnitee as the Clause 19 Indemnitor or its counsel may reasonably request, at the expense of the Clause 19 Indemnitor. If the Clause 19 Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Clause 19 Indemnitee shall have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall have a claim against the Clause 19 Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Clause 19 Indemnitor shall be deemed to have waived any objection or defense to the Clause 19 Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall will deem prudent, ***. Notice of the claim or suit shall will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall will have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall will have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall will deem prudent. Notice of the claim or suit shall will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall will have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall will have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall will deem prudent. Notice of the claim or suit shall will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall will have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall will have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (a) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other Party responsible to indemnify such party or entity entitled to indemnification under this Clause 19 19, (the “Indemnitor”), the Indemnitee shall will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall will deem prudent, but in no event will the Indemnitor be allowed to so defend or settle such suit in a manner that admits liability or breach of law of any Indemnitee without such Indemnitee’s express prior written permission to do so. Notice of the claim or suit shall will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, request at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall will deem prudent, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Notice of the claim or suit shall will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall will have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall will have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. If Supplier so desires, it may tender the defense to Client of any claim matter for which it believes it is made or suit is brought against a party or entity entitled to indemnification under pursuant to section 11.1a of this Clause 19 (Agreement, in which event Client shall conduct the “Indemnitee”) defense at its sole cost and, thereafter, be liable for all damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee shall promptly give notice with respect to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) claim or proceeding. Notice shall assume and be given in accordance with section 13.7. Client shall conduct the defensedefense or settlement in a manner to protect fully Supplier, Client and its counsel will keep Supplier fully advised as to the conduct of the defense or settlement, of such claim and no compromise or suit, as the Indemnitor shall deem prudent. Notice of the claim or suit settlement shall be accompanied by all information pertinent agreed or made without Supplier’s written consent. In any case Supplier shall have the right to the matter as is reasonably available to the Indemnitee employ its own counsel, and shall be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably requestparticipate in the action, but the reasonable fees and expenses of Supplier’s counsel shall be at the expense of Supplier when and as incurred unless (i) the Indemnitor. If employment of counsel by Supplier has been authorized in writing by Client, (ii) Supplier shall have reasonably concluded, based on the Indemnitor fails opinion of counsel, that there may be a conflict of interest between Client and Supplier in the conduct of the defense of the action, or refuses (iii) Client shall not, in fact, have employed independent counsel reasonably satisfactory to Supplier to assume the defense of any claim the action and shall have been so notified by Supplier. If clause (ii) or suit notified to it under this Clause 19(iii) of the preceding sentence is applicable, the Indemnitee counsel for Supplier shall have the right to proceed with direct the defense or settlement of the claim claim, action, suit, or suit as it deems prudent proceeding on behalf of Supplier and the reasonable fees and disbursements of its counsel shall have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlementconstitute damages.