Common use of Defense Mechanism Clause in Contracts

Defense Mechanism. Promptly after receipt by a Party (“Indemnitee”) of notice of any Third Party Liability (but not any Liability not involving a Third Party) in respect of which indemnity may be sought against another Party (“Indemnitor”) (for purposes of this Section an "Assertion"), Indemnitee will notify Indemnitor in writing of the Assertion, but the failure to so notify Indemnitor will not relieve Indemnitor of any liability it may have to Indemnitee or any other person, except to the extent Indemnitor has suffered actual prejudice thereby. Indemnitor will be entitled to participate in and to the extent Indemnitor elects by written notice to Indemnitee within 30 calendar days after receipt by Indemnitor of notice of the Assertion, to assume the defense of the Assertion, at its own expense, with counsel chosen by it, such counsel to be reasonably satisfactory to Indemnitee. With respect to any such Assertion, Indemnitee will promptly provide Indemnitor with: (a) notice and copies of any documents served upon Indemnitee; and (b) all reasonable cooperation that Indemnitor deems necessary to defend the Assertion, including without limitation providing Indemnitor and its outside attorneys access to any potentially-relevant documents, information, or individuals within the control of Indemnitee, other than any privileged documents. If confidential information of Indemnitee is contained in the documents or information, Indemnitee and Indemnitor will enter into appropriate secrecy commitments to protect the documents or information. Despite Indemnitor may have elected by written notice to assume the defense of any Assertion, Indemnitee will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Xxxxxxxxxx, but in such event the fees and expenses of Indemnitee (above those which would otherwise have been incurred) and the separate counsel will be paid by Indemnitee. Neither Indemnitor nor Indemnitee will settle or compromise any Liability without the prior written consent of the other; such consent will not unreasonably withheld or delayed. Entire Agreement / Amendments. This Agreement, including any attached schedules and exhibits, constitutes the entire understanding between the Parties with respect to the subject matter contained in this Agreement and supersedes all prior Agreements, understandings and arrangements whether oral or written between the Parties relating to the subject matter of this Agreement, except as expressly set forth in this Agreement. No amendment to this Agreement will be effective unless it is in a subsequent writing signed with the same formalities as this Agreement.