Common use of Consultation and Consent Clause in Contracts

Consultation and Consent. If the Indemnified Party (i) fails to notify or to consult with the Indemnifying Party with respect to any Third Party Claim in accordance with subparagraph 2.1.2.1(i) or 2.1.2.1(ii) above (which failure shall have a material and adverse effect upon the Indemnifying Party); or (ii) consents to the settlement or compromise of any Third Party Claim without having received the written consent of the Indemnifying Party (unless, if the Indemnifying Party has not elected to assume the defense of such Claim, the consent of the Indemnifying Party is unreasonably withheld or delayed), then the Indemnifying Party shall be relieved of its indemnification obligation with respect to such Third Party Claim under this Agreement.

Consultation and Consent. If the Indemnified Party shall: (i) fails fail to notify or to consult with the Indemnifying Party with respect to any Third Party Claim in accordance with subparagraph 2.1.2.1(i(a)(i) or 2.1.2.1(ii(a)(ii) above (which failure shall have a material and adverse effect upon the Indemnifying Party); or (ii) consents consent to the settlement or compromise of any Third Party Claim without having received the written consent of the Indemnifying Party (unless, if the Indemnifying Party has not elected to assume the defense of such Claim, the consent of the Indemnifying Party is unreasonably withheld or delayed), then the Indemnifying Party shall be relieved of its indemnification obligation with respect to such Third Party Claim under this Agreement.