Common use of Notice and Participation Clause in Contracts

Notice and Participation. The Party seeking indemnification hereunder (“Indemnified Party”) shall promptly inform the other Party (“Indemnifying Party”) of any suit or proceeding filed against the Indemnified Party for which the Indemnified Party is entitled to indemnification hereunder (provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder, except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that are reasonably necessary for the defense and settlement of the claim. The Indemnified Party shall have the right, but not the obligation, at its sole expense to participate in (but not to control) the defense of any such suit or proceeding. An Indemnifying Party will not settle any such action without the written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed).

Notice and Participation. The Upon receipt of notice of the assertion of a claim against a Charter Indemnified Party seeking indemnification hereunder or a Comscore Indemnified Party (each an “Indemnified Party”) such Indemnified Party shall promptly inform notify the other Party (the “Indemnifying Party”) of any suit or proceeding filed against the same; provided that the Indemnified Party for which the Indemnified Party is entitled to indemnification hereunder (provided, however, that Party’s failure to give prompt provide such notice will shall not relieve the Indemnifying Party of any liability hereunderits indemnification and defense obligations unless, except and only to the extent the Indemnifying Party has suffered actual material prejudice by extent, such failure). The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of failure materially prejudices the Indemnifying Party’s choosing, and will ability to provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that are reasonably necessary a defense to or indemnity for the defense and settlement of the claimsuch claims. The Indemnified Party shall have the right, but not the obligation, at its sole expense right to employ separate counsel and to participate in (but not to control) the defense of any such suit or proceedingaction, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. An Notwithstanding the foregoing, under no circumstances shall the Indemnifying Party will not settle any claim or dispute if such action without settlement: (i) requires the written consent Indemnified Party to admit any liability, (ii) imposes any equitable remedy against the Indemnified Party; (iii) imposes any financial obligations for which the Indemnified Party is not otherwise indemnified hereunder, of (iv) imposes any other liability or obligations upon the Indemnified Party (including any admission of wrongdoing by the Indemnified Party) which consent will not would be unreasonably withheld reasonably expected to have an adverse effect upon the Indemnified Party’s business, reputation or delayed)prospects.

Notice and Participation. The Party Any person seeking defense or indemnification hereunder under this Agreement (the “Indemnified PartyPerson”) shall promptly inform from or against the other Party assertion of any Claim shall, as a condition precedent to such defense or indemnification, give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of any suit or proceeding filed against the Indemnified Party for which the Indemnified Party is entitled to indemnification hereunder (): provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder, hereunder (except to the extent the Indemnifying Party has suffered suffers actual material prejudice in the defense of the Claim or increased liability for damages by reason of such failure). The Indemnifying Party and the Indemnified Party Person will allow cooperate in the defense of any Claims for which defense or indemnification is required pursuant to this Agreement. If the Indemnifying Party elects to direct defend rather than to pay the Indemnified Person’s reasonable counsel fees, the Indemnifying Party shall assume and will have control over the defense and/or settlement of the Claim; provided that (i) defense counsel retained by the Indemnifying Party shall be reasonably satisfactory to the Indemnified Person, and (ii) subject to such control, the Indemnified Person may participate in such defense with counsel of its choosing at its own expense. Neither the Indemnifying Party nor the Indemnified Person will enter into any settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that are reasonably necessary for the defense and settlement of the claim. The Indemnified Party shall have the right, but not the obligation, at its sole expense to participate in (but not to control) the defense of any such suit claim or proceeding. An Indemnifying Party will not settle any such action legal proceeding relating thereto without the prior written consent of the Indemnified Party (which other party, such consent will not to be unreasonably withheld or delayed).

Notice and Participation. The Party A party seeking indemnification hereunder pursuant to this Section 12 (“Indemnified Party”Indemnification) from or against the assertion of any claim by a third party shall promptly inform give prompt notice of such claim to the other Party (“Indemnifying Party”) of any suit or proceeding filed against the Indemnified Party for which the Indemnified Party is entitled to indemnification hereunder (; provided, however, that failure to give prompt notice will shall not relieve the Indemnifying Party of any liability hereunder, hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnifying Party shall have the right to control the defense of the applicable claim, and the Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Partyshall cooperate, at the Indemnifying Party’s expense, with information in such defense. Notwithstanding the previous sentence, and assistance that are reasonably necessary for the defense and settlement without limiting any right of the claim. The Indemnified Party shall have hereunder, the right, but not the obligation, at its sole expense to participate in (but not to control) the defense of any such suit or proceeding. An Indemnifying Party will shall not settle any such action claim which imposes an obligation or liability on the Indemnified Party without the prior written consent of the Indemnified Party (Party, which consent will shall not be unreasonably withheld or delayed).