Common use of Notification of and Participation in Claims Clause in Contracts

Notification of and Participation in Claims. 1. No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. If any legal proceedings shall be instituted or any claim or demand is asserted by any third party in respect of which Seller or Buyer may have an obligation to indemnify any other party (an "Indemnification Event"), the party asserting such right to indemnity shall give the party from whom indemnity is sought written notice thereof promptly, but in no event later than thirty (30) days from the date of receipt of such claim or demand, and the notified party or parties shall have the right, at its option and expense, to participate in the defense of such proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the party from whom indemnity may be sought: