Common use of Notice of Indemnification Claim Clause in Contracts

Notice of Indemnification Claim. Promptly after receipt by a party indemnified under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be made against any party giving indemnification under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnifying Party”), deliver to the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Parties. An Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3.10, but the omission to deliver written notice to the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.10.

Notice of Indemnification Claim. Promptly after receipt by a Any party indemnified which may be entitled to indemnification under Section 3.10(i) or Section 3.10(ii) this Agreement (each, an the “Indemnified PartyIndemnitee”) of shall give notice of to the commencement of any action indemnifying party (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be made against any party giving indemnification under Section 3.10(i) or Section 3.10(ii) (each, an the “Indemnifying Party”) following receipt of notice of any fact that would give rise to a claim for indemnification hereunder. In the event the indemnity claim is based upon a liability or potential liability to a third party (including any taxing authority), deliver to then (a) the Indemnifying Party a written notice shall have the right, at its expense, to assume and direct the investigation and defense of the commencement thereof claim, action or proceeding, including selection of counsel, provided any counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnitee and (b) the Indemnifying Party shall be entitled to any and all rights the Indemnitee may have against such third party with respect to the subject matter of that claim, by subrogation or otherwise. If the Indemnifying Party so assumes the defense of the claim, the Indemnitee shall not be entitled to indemnification for separate counsel retained by Indemnitee with respect to that claim. No settlement for monetary payment to a third party which is or may be the subject of indemnity under this Agreement shall be made without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party shall have the right to participate in, and, a direct proceedings with respect to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Parties. An Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3.10, but the omission to deliver written notice to the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.10settlement.

Notice of Indemnification Claim. Promptly after receipt by a party In connection with any claim or action described in this Section 11.2, the Party seeking to be indemnified under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnified Party”): (a) of notice of will give, subject to any restrictions under Applicable Law, the commencement of any action other Party (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be made against any party giving indemnification under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnifying Party”)) prompt written notice of a third-party claim, deliver to including, if possible, the amount or estimate of the amount of liability arising from it and a copy of any documentation it has received setting forth the basis of the claim, (b) will cooperate with the Indemnifying Party a (at the Indemnifying Party’s expense) in connection with the defense and settlement of the claim (other than with respect to indemnities involving Intellectual Property in which case the Party that owns the Intellectual Property subject to such claim shall have the right to control the defense of such claim), and (c) will permit the Indemnifying Party to control the defense and settlement of the claim; provided that the Indemnifying Party may not settle the claim without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the Indemnified Party. Further, the Indemnified Party may, at its expense, participate in the defense and settlement of the claim. Notwithstanding the foregoing, upon prior written notice of to the commencement thereof and Indemnified Party, the Indemnifying Party shall have the right to participate in, and, to compromise and settle any third-party claim without the extent prior written consent of the Indemnified Party if the Indemnifying Party so desires(x) obtains a complete, jointly with any other Indemnifying Party similarly noticedunconditional, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Parties. An Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the Indemnifying Party, if representation irrevocable release of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3.10, but with respect to such claim; (y) includes within the omission to deliver written notice settlement agreement or release a statement to the Indemnifying Party will not relieve it of any liability effect that it may have to any the Indemnified Party otherwise than under this Section 3.10admits no liability or wrongdoing; and (z) does not agree to a settlement which provides for any non-monetary relief.

Notice of Indemnification Claim. Promptly after receipt by a A party indemnified under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party willwhich, if a claim in respect thereof the Company and/or the Subsidiary is to be made against any indemnified, shall be deemed to include the Company and/or the Subsidiary) seeking indemnification pursuant to this Article 9 (the "Indemnified Party") shall give prompt notice to the party giving from whom such indemnification under Section 3.10(i) or Section 3.10(ii) is sought (each, an “the "Indemnifying Party”") . In the event that any such claim is based on the fact that a Person not a party to this Agreement has made any demand or claim, or filed or threatened to file any lawsuit (a "Third Party Claim"), deliver which Third Party Claim may cause liability to the Indemnifying Party a written notice pursuant to the indemnification provisions of the commencement thereof and this Agreement, the Indemnifying Party shall have the right to participate inright, and, exercisable by notice to the extent Indemnified Party within ten (10) business days after notice by the Indemnified Party to the Indemnifying Party so desires, jointly with any other Indemnifying of the commencement or assertion of such Third Party similarly noticedClaim, to assume the defense thereof with retain counsel mutually satisfactory (which counsel shall be reasonably acceptable to the Indemnifying Parties. An Indemnified Party (together with all other Party) for the Indemnified Parties that may be represented without conflict by one counsel) shall have Party, at the right to retain one separate counsel, with the reasonably incurred fees cost and expenses to be paid by expense of the Indemnifying Party, if representation to defend any such Third Party Claim. The Indemnified Party shall be permitted to participate in the defense of such Indemnified Third Party by Claim at its own expense. In the counsel retained by event that the Indemnifying Party would be inappropriate due shall fail to actual or potential differing interests between such respond within thirty (30) days after receipt of notice from the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement or assertion of any such actionThird Party Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to then the Indemnified Party under this Section 3.10shall retain counsel and conduct the defense of such Third Party Claim as it may in its discretion deem proper, but at the omission to deliver written notice to cost and expense of the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.10Party.

Notice of Indemnification Claim. Promptly after receipt In the event that either party becomes aware or has notice of any event which might give rise to a claim by a it for indemnification under this Section 10, such party indemnified under Section 3.10(i) or Section 3.10(ii) (each, an “the "Indemnified Party”") of shall give notice to the other party (the "Indemnifying Party") promptly after it becomes aware or has notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim event. Any failure to give or delay in respect thereof is to be made against any party giving indemnification under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnifying Party”), deliver to such notice shall not relieve the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate inits obligations under this Section 10, and, except to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Parties. An Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably of costs or liabilities incurred fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due incident to actual or potential differing interests between such Indemnified Party and any other party represented by delay in giving notice. Following the giving of such counsel in such proceeding. The failure to deliver written notice to notice, the Indemnifying Party within a reasonable time may select counsel to defend such claim. Such counsel shall be subject to the approval of Indemnified Party, which approval shall not be unreasonably withheld. The Indemnifying Party and the counsel it has selected shall keep the Indemnified Party informed on all matters with respect to the defense of such claim and no claim shall be paid, settled or compromised if the Indemnified Party elects to contest the claim in accordance with Section 10.4.2. In the event that the Indemnified Party elects to contest the claim in accordance with Section 10.4.2 hereof, the Indemnified Party shall be entitled to be represented by counsel of its choosing at (i) its sole cost and expense if the Indemnifying Party has complied with the foregoing sentences and is defending such claim and (ii) otherwise at the cost and expense of the commencement Indemnifying Party. The Indemnified Party agrees to cooperate and aid the Indemnifying Party in the defense of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3.10, but the omission to deliver written notice to the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.10claim.