Common use of Actions Commenced Clause in Contracts

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections (a) or (b) of this Section 10, the indemnified party promptly shall notify the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party to the effect that the indemnified party believes it has failed to do so, (ii) the indemnified party is a defendant in any action or proceeding which also is brought against the indemnifying party and reasonably shall have concluded that there may be legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any expenses therefor.

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections (a) or (b) of this Section 10hereof, the such indemnified party shall promptly shall notify give notice to the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, but failure so to give notice shall not relieve the indemnifying party from any liability which it may have hereunder unless the indemnifying party is prejudiced thereby. The indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume control the defense thereofor prosecution of such claim or demand in the name of the indemnified party, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by if it notifies the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails writing of its intention to take reasonable steps necessary to defend diligently the claim do so within 20 days after receiving of its receipt of the notice from the indemnified party without prejudice, however, to the effect that right of the indemnified party believes it has failed to do soparticipate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (iii) the indemnified party is a defendant in any action or proceeding which also is brought against shall have been advised by its counsel that use of the same counsel to represent both the indemnifying party and reasonably the indemnified party would represent a conflict of interest (which shall have concluded that be deemed to include any case where there may be a legal defenses defense or claim available to the indemnified party which are not is different from or additional to those available to the indemnifying party), or (iii) representation of both parties by in which case the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified indemnifying party shall not have the right to assume direct the defense of such action on behalf of the indemnified party, or continue its own defense and (ii) the indemnifying party shall fail vigorously to defend or prosecute such claim or demand within a reasonable time. Whether or not the indemnifying party chooses to defend or prosecute such claim, the parties hereto shall cooperate in the prosecution or defense of such claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be liable for requested in connection therewith. The indemnifying party shall not, in the defense of such claim or any expenses thereforlitigation resulting therefrom, consent to entry of any judgment against the indemnified party (or settle any claim involving an admission of fault on the part of the indemnified party), except with the consent of the indemnified party (which consent shall not be unreasonably withheld).

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections (aSection 2.8(a) or (b) of this Section 10hereof, the such indemnified party shall promptly shall notify give notice to the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, but failure so to give notice shall not relieve the indemnifying party from any liability which it may have hereunder unless and to the extent the indemnifying party is prejudiced thereby. The indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume control the defense thereofor prosecution of such claim or demand in the name of the indemnified party, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by if it notifies the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails writing of its intention to take reasonable steps necessary to defend diligently the claim do so within 20 days after receiving of its receipt of the notice from the indemnified party without prejudice, however, to the effect that right of the indemnified party believes it has failed to do soparticipate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (iii) the indemnified party is a defendant in any action or proceeding which also is brought against shall have been advised by its counsel that use of the same counsel to represent both the indemnifying party and reasonably the indemnified party would represent a conflict of interest (which shall have concluded that be deemed to include any case where there may be a legal defenses defense or claim available to the indemnified party which are not is different from or additional to those available to the indemnifying party), or (iii) representation of both parties by in which case the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified indemnifying party shall not have the right to assume direct the defense of such action on behalf of the indemnified party, or continue its own defense and (ii) the indemnifying party shall fail vigorously to defend or prosecute such claim or demand within a reasonable time. Whether or not the indemnifying party chooses to defend or prosecute such claim, the parties hereto shall cooperate in the prosecution or defense of such claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be liable for requested in connection therewith. No indemnified party will be required to consent to 10 132 entry of any expenses thereforjudgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff such indemnified party of a release from all liability in respect to such claim or litigation.

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections (aSection 3.7(a) or (b) of this Section 10hereof, the such indemnified party shall promptly shall notify give notice to the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, but failure so to give notice shall not relieve the indemnifying party from any liability which it may have hereunder unless the indemnifying party is prejudiced thereby. The indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume control the defense thereofor prosecution of such claim or demand in the name of the indemnified party, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by if it notifies the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails writing of its intention to take reasonable steps necessary to defend diligently the claim do so within 20 days after receiving of its receipt of the notice from the indemnified party without prejudice, however, to the effect that right of the indemnified party believes it has failed to do soparticipate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (iii) the indemnified party is a defendant in any action or proceeding which also is brought against shall have been advised by its counsel that use of the same counsel to represent both the indemnifying party and reasonably the indemnified party would represent a conflict of interest (which shall have concluded that be deemed to include any case where there may be a legal defenses defense or claim available to the indemnified party which are not is different from or additional to those available to the indemnifying party), or (iii) representation of both parties by in which case the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified indemnifying party shall not have the right to assume or continue its own defense and the indemnifying party shall be liable for any expenses therefor.direct the

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections subsection (a) or (b) of this Section 10hereof, the such indemnified party shall promptly shall notify give notice to the indemnifying party or parties in writing of the amount claimed, the commencement ofwriting, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, but failure so to give notice shall not relieve the indemnifying party from any liability which it may have hereunder unless the indemnifying party is prejudiced thereby. The indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume control the defense thereofor prosecution of such claim or demand in the name of the indemnified party, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by if it notifies the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails writing of its intention to take reasonable steps necessary to defend diligently the claim do so within 20 days after receiving of its receipt of the notice from the indemnified party without prejudice however to the effect that right of the indemnified party believes it has failed to do soparticipate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (ii1) the indemnified party is a defendant in any action or proceeding which also is brought against shall have been advised by its counsel that use of the same counsel to represent both the indemnifying party and reasonably the indemnified party would represent a conflict of interest (which shall have concluded that be deemed to include any case where there may be a legal defenses defense or claim available to the indemnified party which are not is different from or additional to those available to the indemnifying party, or (iii) representation of both parties by in which case the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified indemnifying party shall not have the right to assume or continue its own direct the defense and the indemnifying party shall be liable for any expenses therefor.of such action on behalf

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections (a) or (b) of this Section 10hereof, the such indemnified party shall promptly shall notify give notice to the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, but failure so to give notice shall not relieve the indemnifying party from any liability which it may have hereunder unless the indemnifying party is prejudiced thereby. The indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume control the defense thereofor prosecution of such claim or demand in the name of the indemnified party, with counsel reasonably reasonable satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by if it notifies the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails writing of its intention to take reasonable steps necessary to defend diligently the claim do so within 20 days after receiving of its receipt of the notice from the indemnified party without prejudice, however, to the effect that right of the indemnified party believes it has failed to do soparticipate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (iii) the indemnified party is a defendant in any action or proceeding which also is brought against shall have been advised by its counsel that use of the same counsel to represent both the indemnifying party and reasonably the indemnified party would represent a conflict of interest (which shall have concluded that be deemed to include any case where there may be a legal defenses defense or claim available to the indemnified party which are not is different from or additional to those available to the indemnifying party), or (iii) representation of both parties by in which case the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified indemnifying party shall not have the right to assume direct the defense of such action on behalf of the indemnified party, or continue its own defense and (ii) the indemnifying party shall fail vigorously to defend or prosecute such claim or demand within a reasonable time. Whether or not the indemnifying party chooses to defend or prosecute such claim, the parties hereto shall cooperate in the prosecution or defense of such claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be liable for requested in connection therewith. The indemnifying party shall not, in the defense of such claim or any expenses thereforlitigation resulting therefrom, consent to entry of any judgment against the indemnified party (or settle any claim involving an admission of fault on the part of the indemnified party), except with the consent of the indemnified party (which consent shall not be unreasonably withheld).

Actions Commenced. If a third party commences any action or ----------------- proceeding against Promptly after receipt by an indemnified party related under Sections 5 or 6 above of notice of the commencement of any action involving any claim, loss, damage or liability referred to in such Sections, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under any of the matters subject to indemnification under subsections (a) or (b) of this Section 10such Sections, the indemnified party promptly shall notify the indemnifying party or parties in writing of the amount claimedcommencement of such action. The failure of an indemnified party to provide such notice shall not relieve the indemnifying party of its indemnity obligations, except to the commencement of, and extent the basis for the claimindemnifying party is materially prejudiced thereby. In case any such action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereofparty, the indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to the such indemnified party; , and, after notice from the indemnifying party to the such indemnified party of its election to assume the defense thereofthat it so chooses, the such indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the such indemnified party in connection with the defense thereof; provided, however, that if either (i) the indemnifying party fails to take reasonable steps necessary to diligently defend diligently the such claim within 20 30 days after receiving notice from the indemnified party to the effect that the indemnified party believes it has failed to do so, (ii) the indemnified party is a defendant in any action or proceeding which also is brought against the indemnifying party and reasonably shall have concluded that there may be legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any expenses therefor.believes

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections subsection (a) or (b) of this Section 10hereof, the such indemnified party shall promptly shall notify give notice to the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, but failure so to give notice shall not relieve the indemnifying party from any liability which it may have hereunder unless the indemnifying party is prejudiced thereby. The indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume control the defense thereofor prosecution of such claim or demand in the name of the indemnified party, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by if it notifies the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails writing of its intention to take reasonable steps necessary to defend diligently the claim do so within 20 days after receiving of its receipt of the notice from the indemnified party without prejudice, however, to the effect that right of the indemnified party believes it has failed to do soparticipate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (iii) the indemnified party is a defendant in any action or proceeding which also is brought against shall have been advised by its counsel that use of the same counsel to represent both the indemnifying party and reasonably the indemnified party would represent a conflict of interest (which shall have concluded that be deemed to include any case where there may be a legal defenses defense or claim available to the indemnified party which are not is different from or additional to those available to the indemnifying party), or (iii) representation of both parties by in which case the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified indemnifying party shall not have the right to assume direct the defense of such action on behalf of the indemnified party, or continue its own defense and (ii) the indemnifying party shall fail to defend or prosecute vigorously such claim or demand within a reasonable time. Whether or not the indemnifying party chooses to defend or prosecute such claim, the parties hereto shall cooperate in the prosecution or defense of such claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be liable for requested in connection therewith. The indemnifying party shall not, in the defense of such claim or any expenses thereforlitigation resulting therefrom, consent to entry of any judgment against the indemnified party (or settle any claim involving an admission of fault on the part of the indemnified party), except with the consent of the indemnified party (which consent shall not be unreasonably withheld).