Common use of Notification of Claims; Conditions to Indemnification Obligations Clause in Contracts

Notification of Claims; Conditions to Indemnification Obligations. The Parties shall promptly notify each other of any Third Party Claims with respect to which indemnification under Section 7.1 or 7.2 of this Agreement is or (to the knowledge of the Party) likely could be sought. The Party requesting indemnification shall permit the indemnifying Party to assume the defense of such claims or suits giving rise to the request, at the indemnifying Party’s sole expense. The Party requesting indemnification shall cooperate with the indemnifying Party in such defense when reasonably requested to do so. In no event shall the indemnifying Party compromise or settle any claim or suit in a manner that admits fault or negligence on the part of the indemnified Party, or that would otherwise adversely affect any rights of the indemnified Party, without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld). The indemnifying Party shall have no liability under Section 7.1 or 7.2 of this Article 7 with respect to any Third Party Claims to the extent settled or compromised without the indemnifying Party’s prior knowledge and express written consent.

Notification of Claims; Conditions to Indemnification Obligations. The Parties shall promptly notify each other of any Third Party Claims claims or suits with respect to which indemnification under Section 7.1 or 7.2 of this Agreement is or (to the knowledge of the Party) likely could be sought. The Party requesting indemnification shall permit the indemnifying Party to assume the defense of such claims or suits giving rise to the request, at the indemnifying Party’s sole expense. The Party requesting indemnification shall cooperate with the indemnifying Party in such defense when reasonably requested to do so. In no event shall the indemnifying Party compromise or settle any claim or suit in a manner that admits fault or negligence on the part of the indemnified Party, or that would otherwise adversely affect any rights of the indemnified Party, without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld)Party. The indemnifying Party shall have no liability under Section 7.1 or 7.2 of this Article 7 8 with respect to any Third Party Claims to the extent claims or suits settled or compromised without the indemnifying Party’s prior knowledge and express written consent.

Notification of Claims; Conditions to Indemnification Obligations. The Parties shall promptly notify each other of any Third Party Claims claims or suits with respect to which indemnification under Section 7.1 or 7.2 of this Agreement is or (to the knowledge of the Party) likely could be sought. The Party requesting indemnification shall permit the indemnifying Party to assume the defense of such claims or suits giving rise to the request, request at the indemnifying Party’s sole expense. The Party requesting indemnification shall cooperate with the indemnifying Party in such defense when reasonably requested to do so. In no event shall the indemnifying Party compromise or settle any claim or suit in a manner that admits fault or negligence on the part of the indemnified Partyparty, or that would otherwise adversely affect any rights of the indemnified Partyparty, without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld)Party. The indemnifying Party shall have no liability under this Section 7.1 or 7.2 of this Article 7 12.8 with respect to any Third Party Claims to the extent claims or suits settled or compromised without the indemnifying Party’s prior knowledge and express written consent.

Notification of Claims; Conditions to Indemnification Obligations. The Parties shall promptly notify each other of any Third Party Claims claims or suits with respect to which indemnification under Section 7.1 or 7.2 of this Agreement is or (to the knowledge of the Party) likely could be sought. The Party requesting indemnification shall permit the indemnifying Party to assume the defense of such claims or suits giving rise to the request, request at the indemnifying Party’s sole expense. The Party requesting indemnification shall cooperate with the indemnifying Party in such defense when reasonably requested to do so. In no event shall the indemnifying Party compromise or settle any claim or suit in a manner that admits fault or negligence on the part of the indemnified Party, or that would otherwise adversely affect any rights of the indemnified Party, without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld)Party. The indemnifying Party shall have no liability under Section 7.1 or 7.2 of this Article 7 with respect to any Third Party Claims to the extent claims or suits settled or compromised without the indemnifying Party’s prior knowledge and express written consent.