Common use of Notice and Defense Clause in Contracts

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any such Claim, and the Indemnified Party shall have the right to undertake the defense thereof, at the expense of the Indemnifying Party, by representatives and counsel approved by the Indemnified Party in its sole and absolute discretion. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 7, except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other all records and other materials required by them and in the possession or under the control of such party, for the use of the other party in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "“Indemnified Party"”) will give the party from whom indemnification is sought (the "“Indemnifying Party"”) written notice of any such Claim, and the Indemnified Indemnifying Party shall have the right to undertake the defense thereof, at the expense of the Indemnifying Party, by representatives and counsel approved by the Indemnified Party in its sole and absolute discretionParty, which approval shall not be unreasonably delayed or withheld. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Section 78, except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Indemnifying Party shall have the right to settle any Claim asserted by a third party and subject to the Indemnified Party’s approval, which approval shall not be entitled to indemnification thereforeunreasonably delayed or withheld. Each party shall make available to the other all records and other materials required by them and in the possession or under the control of such party, for the use of the other party in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The Acquiror Indemnified Party will give the other party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice (including all documents and other nonprivileged information in the Acquiror Indemnified Party's possession related thereto) of any such Third Party Claim, and the Indemnified Indemnifying Party shall have the right to may undertake the defense thereof, at thereof by representatives chosen by it upon written notice to the expense Acquiror Indemnified Party provided within 20 days of receiving notice of such Third Party Claim (or sooner if the nature of the Indemnifying Party, by representatives and counsel approved by Third Party Claim so requires). Failure of the Acquiror Indemnified Party in its sole and absolute discretion. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 7Article VIII, except to the extent the Indemnifying Party is materially prejudiced thereby. The Acquiror Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party and in the possession or under the control of such partythe Acquiror Indemnified Party, for the use of the other party Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claim, and the Indemnified Indemnifying Party shall have the right to will undertake the defense thereof, at the expense of the Indemnifying Party, thereof by representatives chosen by it. In all matters concerning the Shareholders by virtue of joint and counsel approved by several liability, the Indemnified Party Shareholders' Agent shall give and receive notice and otherwise act in its sole and absolute discretionall respects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 7Article 8, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of such partythe Indemnified Party, for the use of the other party Indemnifying Party and its representatives in defending any such Claim, Claim and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "“Indemnified Party"”) will give the party from whom indemnification is sought (the "“Indemnifying Party"”) written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall at all times also have the right to undertake participate fully in the defense thereof, at the expense of the Indemnifying Party, by representatives and counsel approved by the Indemnified Party in its sole and absolute discretionown expense. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Section 78, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of such partythe Indemnified Party, for the use of the other party Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "“Indemnified Party"”) will give the party from whom indemnification is sought (the "“Indemnifying Party"”) prompt written notice of any such Claim, and the Indemnified Indemnifying Party shall have the right to will undertake the defense thereof, at the expense of the Indemnifying Party, thereof by representatives chosen by it. In all matters concerning the Shareholders by virtue of joint and counsel approved by several liability, the Indemnified Party Shareholders’ Agent shall give and receive notice and otherwise act in its sole and absolute discretionall respects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Section 7Article 0, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of such partythe Indemnified Party, for the use of the other party Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such claim, action or proceeding which, if successful, might result in a claim for indemnification under Section 8.1 or 8.2 (a "Claim"), and the Indemnified Indemnifying Party shall have the right to will undertake the defense thereof, at the expense of the Indemnifying Party, thereof by representatives and counsel approved chosen by the Indemnified Party in its sole and absolute discretionit. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 7Article 8, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of such partythe Indemnified Party, for the use of the other party Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any such Claim, and the Indemnified Party shall have the right to undertake the defense thereof, at the expense of the Indemnifying Party, by representatives and counsel approved by the Indemnified Party in its sole and absolute discretion. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 7SECTION 11, except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other all records and other materials required by them and in the possession or under the control of such party, for the use of the other party in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claim, and the Indemnified Indemnifying Party shall have the right to will undertake the defense thereof, at the expense of the Indemnifying Party, thereof by representatives chosen by it. In all matters concerning the Shareholders by virtue of joint and counsel approved by several liability, the Indemnified Party Shareholders' Agent shall give and receive notice and otherwise act in its sole and absolute discretionall respects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 7Article 8, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall have the right to settle any Claim asserted by a third party and shall be entitled to indemnification therefore. Each party shall make available to the other Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of such partythe Indemnified Party, for the use of the other party Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.