Common use of Proceedings Clause in Contracts

Proceedings. If an Indemnified Person receives notice of the start of a proceeding against it, the Indemnified Person will, if a claim under the proceeding will be made under this Section 6.7, promptly notify the Issuer of the proceeding. The Issuer may participate in and assume the defense and settlement of the proceeding at its expense. If the Issuer notifies the Indemnified Person of its intention to assume the defense of the proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer assumes the defense of the proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer will not be liable for legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer and the Indemnified Person. If there is a conflict, the Issuer will pay for the separate counsel to the Indemnified Person. No settlement of the proceeding may be made without the approval of the Issuer and the Indemnified Person, which approvals will not be unreasonably withheld.

Proceedings. If an Indemnified Person receives notice of the start of a proceeding against it, the Indemnified Person will, if a claim under the proceeding will be made against the Servicer under this Section 6.76.3, promptly notify the Issuer Servicer of the proceeding. The Issuer Servicer may participate in and assume the defense and settlement of the a proceeding at its expense. If the Issuer Servicer notifies the Indemnified Person of its intention to assume the defense of the proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer Servicer assumes the defense of the proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer Servicer will not be liable for legal fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer Servicer and the Indemnified Person. If there is a conflict, the Issuer Servicer will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of the a proceeding may be made without the approval of the Issuer Servicer and the Indemnified Person, which approvals approval will not be unreasonably withheld.

Proceedings. If an Indemnified Person receives notice of the start of a proceeding against it, the Indemnified Person will, if a claim under the proceeding will be made against the Servicer under this Section 6.75.2, promptly notify the Issuer Servicer of the proceeding. The Issuer Servicer may participate in and assume the defense and settlement of the a proceeding at its expense. If the Issuer Servicer notifies the Indemnified Person of its intention to assume the defense of the proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer Servicer assumes the defense of the proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer Servicer will not be liable for legal fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer Servicer and the Indemnified Person. If there is a conflict, the Issuer Servicer will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of the a proceeding may be made without the approval of the Issuer Servicer and the Indemnified Person, which approvals approval will not be unreasonably withheld.

Proceedings. If an Indemnified Person receives notice of the start of a proceeding Proceeding against it, the Indemnified Person will, if a claim under the proceeding Proceeding will be made under this Section 6.7, promptly notify the Issuer of the proceedingProceeding. The Issuer may participate in and assume the defense and settlement of the proceeding Proceeding at its expense. If the Issuer notifies the Indemnified Person of its intention to assume the defense of the proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer assumes the defense of the proceeding Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer will not be liable for legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer and the Indemnified Person. If there is a conflict, the Issuer will pay for the separate counsel to the Indemnified Person. No settlement of the proceeding Proceeding may be made without the approval of the Issuer and the Indemnified Person, which approvals will not be unreasonably withheld.