Common use of Notices and Defense of Indemnified Matters Clause in Contracts

Notices and Defense of Indemnified Matters. Each Party shall promptly notify the other Party of any matter of which it becomes aware and for which it is entitled to indemnification from the other Party under this Agreement; provided that the delay or failure of any Party to so notify the indemnified Party shall only reduce the indemnified Party’s claim to the extent such claim was prejudiced as a result of such delay or failure. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any matter for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement; provided that the indemnified Party shall not enter into any settlement without the indemnified Party’s consent, not to be unreasonably withheld or delayed. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such matter at its own expense.

Notices and Defense of Indemnified Matters. Each Party shall promptly notify the other Party of any matter of which it becomes aware and for which it is entitled to indemnification from the other Party under this Agreement; provided provided, that the delay or any failure of any Party to so notify by the indemnified Party to notify the indemnifying Party shall only reduce not affect the indemnified Party’s claim rights to indemnification except the extent such claim was that the indemnifying Party is actually prejudiced as a result of such delay or failureby the delay. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any matter for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement; provided that the indemnified Party shall not enter into any settlement without the indemnified Party’s consent, not to be unreasonably withheld or delayed. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such matter at its own expense.

Notices and Defense of Indemnified Matters. Each Party shall promptly notify the other Party of any matter of which it becomes aware has actual knowledge and for which it is entitled to indemnification from the other Party under this Agreement; provided that . A Party’s failure to promptly notify the delay or failure other Party of any Party matter for which it is entitled to so notify the indemnified Party indemnification under this Agreement shall only reduce the indemnified not bar such Party’s claim to right for indemnification under this Agreement unless that delay has materially prejudiced the extent such claim was prejudiced as a result of such delay or failureother Party. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any matter for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement; provided that the indemnified Party shall not enter into any settlement without the indemnified Party’s consent, not to be unreasonably withheld or delayed. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such matter at its own expense. The representations, warranties and indemnities provided for in this Agreement shall survive the execution and delivery of this Agreement and the Closing indefinitely.