Common use of Notice and Participation Clause in Contracts

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant to this Article 22 ("Indemnitee"), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22, the Indemnitee shall promptly, after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease ("Claim"), notify the party or parties from ----- whom indemnification is sought ("Indemnitor") of such Claim. In the event of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant nor Landlord shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant to this Article 22 VII ("“Indemnitee"”), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22VII, the Indemnitee shall promptly, after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease Agreement ("“Claim"”), notify the party or parties from ----- whom indemnification is sought ("“Indemnitor"”) of such Claim. In the event of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's ’s Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's ’s Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's ’s management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant Petro nor Landlord Seller shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant any Party entitled to this Article 22 indemnification hereunder ("Indemnitee"), and if ---------- such Indemnitee the “Indemnified Party”) intends to seek indemnity with respect thereto indemnification under this Article 22XII from any other Party (the “Indemnifying Party”) with respect to any Claim, the Indemnitee Indemnified Party shall promptly, after give the assertion Indemnifying Party notice of such Claim upon the receipt of actual knowledge or information by the Indemnified Party of any claim possible Claim or of the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease ("Claim"), notify the party or parties from ----- whom indemnification is sought ("Indemnitor") commencement of such Claim. In , which period shall in no event be later than the event lesser of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable i) fifteen (15) Business Days prior to the Indemniteelast day for responding to such Claim or (ii) one-half of the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's period allowed for responding to such Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee . The Indemnifying Party shall have no liability under this Article XII for any Claim for which such notice is not provided, to the right at its own expense -------- to participate jointly with Indemnitor in extent that the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice prejudices the Indemnifying Party. The Indemnifying Party shall not preclude Indemnitee making any Claim thereon if have the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects right to undertake assume the defense of any Claim hereundersuch Claim, Indemnitee shall cooperate at its sole cost and expense, with Indemnitor counsel designated by the Indemnifying Party and reasonably satisfactory to the fullest extent possible Indemnified Party; provided, however, that if the defendants in regard any such Claim include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to all matters relating it which are different from or additional to those available to the Claim (includingIndemnifying Party, without limitationthe Indemnified Party shall have the right to select separate counsel, corrective actions required by applicable lawat the Indemnifying Party’s expense, assertion of to assert such legal defenses and to otherwise participate CONFIDENTIAL AND PROPRIETARY EXECUTION VERSION in the determination, mitigation, negotiation and settlement defense of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management such Claim on behalf of same with regard to the amount of Damages payable by the Indemnitor hereundersuch Indemnified Party. Neither Tenant nor Landlord shall Should any Indemnified Party be entitled to indemnification under this Section 12.5 as a result of a Claim, and should the Indemnifying Party fail to assume the defense of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with or without the prior consent of the Indemnifying Party, settle) such Claim. Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the otherIndemnifying Party, which consent shall not be unreasonably withheld. Except to the extent expressly provided herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party has reached a bona fide monetary settlement agreement with the plaintiff(s) in any such Claim and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s legal fees and other costs related to the defense of the Claim prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party.

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant any Party entitled to this Article 22 indemnification hereunder ("Indemnitee"), and if ---------- such Indemnitee the “Indemnified Party”) intends to seek indemnity with respect thereto indemnification under this Article 22XII from any other Party (the “Indemnifying Party”) with respect to any Claim, the Indemnitee Indemnified Party shall promptly, after give the assertion Indemnifying Party notice of such Claim upon the receipt of actual knowledge or information by the Indemnified Party of any claim possible Claim or of the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease ("Claim"), notify the party or parties from ----- whom indemnification is sought ("Indemnitor") commencement of such Claim. In , which period shall in no event be later than the event lesser of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable i) fifteen (15) Business Days prior to the Indemniteelast day for responding to such Claim or (ii) one-half of the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's period allowed for responding to such Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee . The Indemnifying Party shall have no liability under this Article XII for any Claim for which such notice is not provided, to the right at its own expense -------- to participate jointly with Indemnitor in extent that the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice prejudices the Indemnifying Party. The Indemnifying Party shall not preclude Indemnitee making any Claim thereon if have the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects right to undertake assume the defense of any Claim hereundersuch Claim, Indemnitee shall cooperate at its sole cost and expense, with Indemnitor counsel designated by the Indemnifying Party and reasonably satisfactory to the fullest extent possible Indemnified Party; provided, however, that if the defendants in regard any such Claim include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to all matters relating it which are different from or additional to those available to the Claim (includingIndemnifying Party, without limitationthe Indemnified Party shall have the right to select separate counsel, corrective actions required by applicable lawat the Indemnifying Party’s expense, assertion of to assert such legal defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant nor Landlord shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.otherwise participate

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant to this Article 22 Section 8 ("Indemnitee"), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22Section, the Indemnitee shall promptly, and in any event within 60 days, after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease Agreement ("Claim"), notify the party or parties from ----- whom indemnification is sought ("Indemnitor") of such Claim. In the event of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor; , provided that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemnitorIndemnitee. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant Buyer nor Landlord any Seller shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant to this Article 22 ("“Indemnitee"”), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22, the Indemnitee shall promptly, after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease ("“Claim"”), notify the party or parties from ----- whom indemnification is sought ("“Indemnitor"”) of such Claim. In the event of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's ’s Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's ’s Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's ’s management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant nor Landlord shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant to this Article 22 ("an Indemnitee"), and if ---------- such the Indemnitee intends to seek indemnity with respect thereto to that claim under this Article 22Section, the Indemnitee shall promptly, and in any event within 60 days, after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease Agreement ("Claim"), notify the party or parties Indemnitor(s) from ----- whom indemnification is sought ("Indemnitor") of such that Claim. In the event of any ---------- Claim, The Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit lawsuit, or other proceeding (together, "Action") in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor; , provided that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding Action in connection with the Indemnitee's Claim Claim, and provided further further, that failure to give such that notice shall not preclude Indemnitee from making any Claim thereon if the failure or delay in giving such that notice did not prejudice IndemnitorIndemnitee. In the event that If Indemnitor elects to undertake the defense of any Claim hereunderClaim, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, determination of mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same the Claim with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant nor Landlord shall be entitled to settle However, the Indemnitor may not enter into any waiver, release or settlement of any Claim in respect of which indemnification is sought without the prior written consent of the other, Indemnitee (which consent shall not be unreasonably be withheld), unless that waiver, release or settlement (i) includes an unconditional release of the Indemnitee from all liability arising out of that Claim, and (ii) does not contain any factual or legal admission by or with respect to any Indemnitee or any adverse statement with respect to the character, professionalism, expertise, business acumen, or reputation of any Indemnitee or any action or inaction of any Indemnitee.

Notice and Participation. If a claim by a third party is made against a party indemnified pursuant any Party entitled to this Article 22 indemnification hereunder (the "IndemniteeIndemnified Party"), and if ---------- such Indemnitee ) intends to seek indemnity with respect thereto indemnification under this Article 22XII from any other Party (the "Indemnifying Party") with respect to any Claim, the Indemnitee Indemnified Party shall promptly, after give the assertion Indemnifying Party notice of such Claim upon the receipt of actual knowledge or information by the Indemnified Party of any claim possible Claim or of the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease ("Claim"), notify the party or parties from ----- whom indemnification is sought ("Indemnitor") commencement of such Claim. In , which period shall in no event be later than the event lesser of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable i) fifteen (15) Business Days prior to the Indemniteelast day for responding to such Claim or (ii) one-half of the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's period allowed for responding to such Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee . The Indemnifying Party shall have no liability under this Article XII for any Claim for which such notice is not provided, to the right at its own expense -------- to participate jointly with Indemnitor in extent that the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice prejudices the Indemnifying Party. The Indemnifying Party shall not preclude Indemnitee making any Claim thereon if have the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects right to undertake assume the defense of any Claim hereundersuch Claim, Indemnitee shall cooperate at its sole cost and expense, with Indemnitor counsel designated by the Indemnifying Party and reasonably satisfactory to the fullest extent possible Indemnified Party; provided, however, that if the defendants in regard any such Claim include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to all matters relating it which are different from or additional to those available to the Claim (includingIndemnifying Party, without limitationthe Indemnified Party shall have the right to select separate counsel, corrective actions required by applicable lawat the Indemnifying Party's expense, assertion of to assert such legal defenses and to otherwise participate 39 in the determination, mitigation, negotiation and settlement defense of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management such Claim on behalf of same with regard to the amount of Damages payable by the Indemnitor hereundersuch Indemnified Party. Neither Tenant nor Landlord shall Should any Indemnified Party be entitled to indemnification under this Section 12.5 as a result of a Claim, and should the Indemnifying Party fail to assume the defense of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with or without the prior consent of the Indemnifying Party, settle) such Claim. Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the otherIndemnifying Party, which consent shall not be unreasonably withheld. Except to the extent expressly provided herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party has reached a bona fide monetary settlement agreement with the plaintiff(s) in any such Claim and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party's legal fees and other costs related to the defense of the Claim prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party.

Notice and Participation. (a) If a claim claim, demand or Action is asserted by a third party is made Person against a party any Person indemnified pursuant to this Article 22 VII (each an "Indemnitee"), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22VII (which claim, demand or Action is herein called a "Third Party Claim"), the Indemnitee shall promptly, after and in any event within 15 days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends such Third Party Claim, deliver notice (a "Claim Notice") to base a claim for indemnification under this Lease ("Claim"), notify the party or parties each Person from ----- whom indemnification is sought (the "Indemnitor") for such Third Party Claim which notice shall (i) state with reasonable particularity the nature of the Third Party Claim, (ii) set forth an estimate of the amount of damages or other Losses attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnitee's request for indemnification under this Agreement and (iii) attach a copy of all papers served with respect to that Third Party Claim (if any). Except as set forth in the last sentence of Section 7.1, the failure to promptly deliver a Claim Notice to the Indemnitor shall not relieve the Indemnitor of any obligation which the Indemnitor might have to the Indemnitee with respect to the related Third Party Claim except to the extent (and only to the extent) such failure prejudices the Indemnitor's defense of the Third Party Claim. In the event of any ---------- Third Party Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) at its sole cost and expense the defense of any claim, demand, lawsuit or other proceeding Third Party Claim by written notice to the Indemnitee within 30 days after receipt of any Claim Notice if (i) it acknowledges to the Indemnitee in connection writing its obligations to indemnify the Indemnitee with the Indemnitee's respect to all elements of such Third Party Claim, and may assert any defense of Indemnitee (ii) the Third Party Claim involves only money damages and does not seek injunctive or Indemnitorequitable relief; provided that Indemnitee shall have the right at its own expense -------- to participate jointly with with, but not control, Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemnitorThird Party Claim. In the event that If Indemnitor elects to undertake the defense of any Third Party Claim hereunder, Indemnitee shall cooperate with Indemnitor to in the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and defense or settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Third Party Claim. The Indemnitor hereunder. Neither Tenant nor Landlord shall be entitled to settle any Claim not without the prior written consent of the other, Indemnitee (which consent shall not be unreasonably withheld or delayed) be withheldentitled to settle any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of an unconditional release from all liability in respect of such Third Party Claim.

Notice and Participation. (a) If a claim by a third party is made against a party indemnified entitled to indemnification pursuant to this Article 22 paragraph 7 (an "Indemnitee"), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22paragraph 7, the Indemnitee shall promptly, and in any event within 60 days after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease Agreement (a "Claim"), notify the party or parties from ----- whom indemnification is sought (an "Indemnitor") of such Claim. In the event of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel reasonably acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor; provided provided, that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice IndemnitorIndemnitee. In the event that If Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages damages payable by the Indemnitor hereunder. Neither Tenant nor Landlord Seller not Buyer shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.