Common use of Notification and Cooperation Clause in Contracts

Notification and Cooperation. An Indemnified Party shall give written notice to the Seller of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Seller of its obligations under this Article 8 unless and to the extent that the Seller shall have been actually prejudiced by the failure of the Indemnified Party to so notify the Seller. Such notice shall describe in reasonable detail such claim. In case any such action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at the cost and expense of the Seller, counsel and participate in the defense thereof. If the Seller participates in the defense of any claim, all Indemnified Parties shall thereafter deliver to the Seller copies of all notices and documents (including court papers) received by the Indemnified Parties relating to the claim, and shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Seller’s request) the provision to the Seller of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided, however, that the Seller shall not unreasonably withhold, delay or condition its consent. The Seller further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding.

Notification and Cooperation. An Promptly after receipt by an Indemnified Party shall give written under this Section 2.07 of notice to of the Seller commencement of any claim with respect to which it seeks indemnification promptly after the discovery by action, such Indemnified Party of any matters giving rise shall, if a claim in respect thereof is to be made against the Seller or Servicer, as applicable (each, as applicable, an "Indemnifying Party" (or if a claim for indemnificationcontribution is to be made against another party) under this Section 2.07 hereof, notify the Indemnifying Party (or other contributing party) in writing of the commencement thereof; provided that but the failure of omission so to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability it may have to any Indemnified Party (or to give notice as provided herein shall not relieve the Seller of its obligations party requesting contribution) otherwise than under this Article 8 unless and to the extent that the Seller shall have been actually prejudiced by the failure of the Indemnified Party to so notify the Seller. Such notice shall describe in reasonable detail such claimSection 2.07 hereof. In case any such action, suit, claim or proceeding action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to each Indemnified Party promptly after receiving the aforesaid notice from an Indemnified Party, the Indemnified Indemnifying Party shall be entitled elects to hire, at the cost and expense of the Seller, counsel and participate in assume the defense thereof. If the Seller participates in , it may control the defense of thereof (jointly with any claim, all other indemnifying party similarly notified) with counsel satisfactory to each Indemnified Parties shall thereafter deliver to the Seller copies of all notices and documents (including court papers) received by the Indemnified Parties relating to the claim, and shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Seller’s request) the provision to the Seller of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consentParty; provided, however, that if the Seller defendants in any such action include both an Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not unreasonably withholdbe liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, delay unless (i) such Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the action or condition (iii) the Indemnifying Party shall have authorized the employment of counsel for such Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent. The Seller further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or delayed), settle separate but similar or compromise any claim or consent to entry of any judgment related actions in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability the same jurisdiction arising out of such action, suit, claim the same general allegations or proceedingcircumstances.

Notification and Cooperation. An Promptly after receipt by an Indemnified Party shall give written under this Subsection (c) of notice to of the Seller commencement of any claim with respect to which it seeks indemnification promptly after the discovery by action, such Indemnified Party of any matters giving rise shall, if a claim in respect thereof is to be made against the Company or Servicer, as applicable (each, as applicable, an “Indemnifying Party” (or if a claim for indemnificationcontribution is to be made against another party) under this Subsection 7, notify the Indemnifying Party (or other contributing party) in writing of the commencement thereof; provided that but the failure of omission so to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability it may have to any Indemnified Party (or to give notice as provided herein shall not relieve the Seller of its obligations party requesting contribution) otherwise than under this Article 8 unless Subsection 7, except if, and then only to the extent that that, such failure materially prejudices the Seller shall have been actually prejudiced by the failure of the Indemnified Indemnifying Party or its ability to so notify the Seller. Such notice shall describe in reasonable detail defend such claim. In case any such action, suit, claim or proceeding action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to each Indemnified Party promptly after receiving the aforesaid notice from an Indemnified Party, the Indemnified Indemnifying Party shall be entitled elects to hire, at the cost and expense of the Seller, counsel and participate in assume the defense thereof. If the Seller participates in , it may control the defense of thereof (jointly with any claim, all other Indemnifying Party similarly notified) with counsel satisfactory to each Indemnified Parties shall thereafter deliver to the Seller copies of all notices and documents (including court papers) received by the Indemnified Parties relating to the claim, and shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Seller’s request) the provision to the Seller of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consentParty; provided, however, that if the Seller defendants in any such action include both an Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not unreasonably withholdbe liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, delay unless (i) such Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the action or condition (iii) the Indemnifying Party shall have authorized the employment of counsel for such Indemnified Party at the expense of the Indemnifying Party, provided such legal and other expenses are reasonable. No party shall be liable for contribution with respect to any action or claim settled without its consent. The Seller further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or delayed), settle separate but similar or compromise any claim or consent to entry of any judgment related actions in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability the same jurisdiction arising out of such action, suit, claim the same general allegations or proceedingcircumstances.