Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder; provided, however, that failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than in the case of any actual or potential conflict that may arise from a single counsel representing more than one indemnified party, the indemnifying party or parties shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder; provided, however, that but failure so to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity and hold harmless agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than in the case of any actual or potential conflict that may arise from a single counsel representing more than one indemnified party, In no event shall the indemnifying party or parties shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Subject to Section 5(d) below, no indemnifying party shall be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify and hold harmless such indemnified parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 8, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 8. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 8 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 6, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 6. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party. No indemnifying party shall be required to indemnify an indemnified party for any amount paid or payable by such indemnified party in the settlement of any action, proceeding or investigation without the written consent of such indemnifying party, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Each indemnified party shall give will, promptly after the receipt of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action action, investigation, claim or other proceeding commenced against it such indemnified party in respect of which indemnity may be sought hereunder; provided, however, that failure to so notify from an indemnifying party under Section 2.9(a) or (b), notify the indemnifying party of the commencement thereof. The omission of any indemnified party so to notify the indemnifying party of any such action shall not relieve such the indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise to such indemnified party (i) other than on account pursuant to this Section 2.9 or (ii) under this Section 2.9 unless, and only to the extent that, such omission results in the indemnifying party's forfeiture of this indemnity agreementsubstantive rights or defenses. An In case any such action, claim or other proceeding shall be brought against any indemnified party and it shall notify the indemnifying party may participate of the commencement thereof, the indemnifying party shall be entitled to assume the defense thereof at its own expense, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which an indemnifying party and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the indemnifying party's expense in the and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such indemnified party, a conflict or potential conflict exists between such indemnifying party and such indemnified party that would make separate representation advisable; providedPROVIDED, howeverHOWEVER, that counsel in no event shall any indemnifying party be required to the pay fees and expenses under this Section 2.9 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than in the case liable for any settlement of any actual action or potential conflict that may arise from a single counsel representing more than one indemnified partyproceeding effected without its written consent, the indemnifying party or parties which consent shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesunreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or which consent shall not be unreasonably withheld, consent to the entry of any judgment with or enter into any settlement (x) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to any such claim or litigation, or any investigation or proceeding (y) which requires action other than the payment of money by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified indemnifying party.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party. No indemnifying party shall be required to indemnify an indemnified party for any amount paid or payable in the settlement of any action, proceeding or investigation without the prior written consent of such indemnifying party, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (which counsel shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it involving a claim referred to in the preceding paragraphs of this Section 2.7, such indemnified party will, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided therein shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with of its obligations under the consent preceding paragraphs of the indemnified party) also be counsel to the indemnified partythis Section 2.7. Other than in the In case of any actual or potential conflict that may arise from a single counsel representing more than one such action is brought against an indemnified party, the indemnifying party or parties shall will be entitled to participate in and to assume the defense thereof, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is thus advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of more than one counsel (in addition to any local such counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party in the defense of any such claim or litigation, shall, without except with the prior written consent of the such indemnified partiesparty, settle or compromise or consent to the entry of any judgment with respect or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever such indemnified party of a release from all liability in respect of which indemnification such claim or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.