Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify each other party obligated to provide indemnification (collectively, the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any Claim or the commencement of any action or proceeding by a third Person, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, PROVIDED, that the Indemnifying Party so notifies the Indemnitee not later than ten (10) business days after its receipt of such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such Claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that a Any party asserts is an indemnifiable Loss pursuant entitled to Section 5.1(a) or 5.1(b), the party seeking indemnification be indemnified under this Article 8 (the "IndemniteeIndemnified Party") shall promptly notify each other in writing the indemnifying party obligated to provide indemnification (collectively, the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any Claim or the commencement of any action or proceeding by a third Person, the Indemnitee will permit matter giving rise to an obligation to indemnify and the Indemnifying Party to participate therein and, shall defend such claim at its expense with counsel of its choice reasonably acceptable to the extent that it shall wishIndemnified Party, to assume the defense thereof, PROVIDED, provided that the Indemnifying Party so notifies may not settle any such claim without the Indemnitee not later than ten (10) business days after its receipt of such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee consent of the Indemnifying Indemnified Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such Claimclaim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify each the other party obligated to provide indemnification (collectively, the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any Claim claim or the commencement of any action or proceeding by a third Personperson, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, PROVIDED, that the Indemnifying Party so notifies the Indemnitee not later than ten (10) business days after its receipt of such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such Claimclaim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party Each Person seeking indemnification under this Article 11 (the "IndemniteeIndemnified Party") shall promptly notify each the other party obligated to provide indemnification (collectively, the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves of any Claim or as to which indemnity may be sought; provided, however, that the commencement of any action or proceeding by a third Person, the Indemnitee will permit failure to provide prompt notice shall relieve the Indemnifying Party to participate therein and, of its obligations hereunder only to the extent that it shall wish, to assume the defense thereof, PROVIDED, that such failure prejudices the Indemnifying Party so notifies the Indemnitee not later than ten (10) business days after its receipt of such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofhereunder. The Indemnitee will cooperate fully with the Indemnifying Indemnified Party and its counsel in the defense against any such Claim, action or proceeding. The Indemnitee shall have the right to control the defense of such Claim and the Indemnifying Party shall indemnify the Indemnified Party for its costs in connection therewith and shall be entitled to participate in the defense of such Claim at its own expense in the defense thereof but in expense. In no event shall an Indemnifying Party be liable for any settlement or compromise effected without its prior consent and the Indemnifying Party, in the defense of any such Claim, shall not, except with the prior consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term a release of the Indemnified Party from all Liability in respect to such Claim by the Indemnitee without its consentclaimant or plaintiff or which provides for any form of injunctive relief or other non-monetary relief which affects the Indemnified Party.

Notice and Opportunity to Defend. If there occurs an event that a any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "“Indemnitee"”) shall notify each other party obligated to provide indemnification (collectively, the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves receives notice of any Claim claim or the commencement of any action or proceeding by a third Personwith respect to which any other party is obligated to provide indemnification (the “Indemnifying Party”) pursuant to Section 9.1 or 9.2, the Indemnitee will permit shall promptly give the Indemnifying Party notice thereof, provided however the failure to participate therein and, deliver such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that it shall wish, the failure to assume the defense thereof, PROVIDED, that the Indemnifying Party so notifies the Indemnitee not later than ten (10) business days after its receipt of deliver such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of prejudices the Indemnifying Party's election ’s ability to assume defend such proceeding. The Indemnifying Party may compromise and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the defense thereofasserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall not be liable cooperate in the compromise of, or defense against, any such asserted liability. The Indemnitee, at its own expense, can choose to the Indemnitee hereunder for any legal expenses of other have its counsel or any other expenses subsequently incurred by Indemnitee participate in connection with the defense thereofof such asserted liability, provided, however, the Indemnifying Party’s counsel shall control such defense. The Indemnitee will cooperate fully with If the Indemnifying Party and its counsel in chooses to defend any claim, the defense against any such Claim, action or proceeding. The Indemnitee shall have make available to the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without books, records or other documents within its consentcontrol that are necessary or appropriate to such defense.