Common use of DISTRIBUTOR'S OBLIGATIONS Clause in Contracts

DISTRIBUTOR'S OBLIGATIONS. In connection with the indemnities provided hereunder, Distributor shall: (i) promptly notify CSR of any claim that is subject to CSR’s indemnification obligations hereunder, but Distributor’s failure to promptly notify CSR shall not discharge CSR of its obligation to indemnify Distributor unless and only to the extent that such failure is held to prejudice CSP’s defense of such claim; (ii) reasonably cooperate with CSR in the performance of its obligations hereunder, provided any related costs or expenses incurred by Distributor shall be covered by CSR; and (iii) grant CSR the right to control the defense and settlement of any claim which is subject to indemnification, provided CSR pays in full any monetary component of such settlement and further provided that such settlement contains a full and unconditional release of Distributor and no admission of liability on behalf of Distributor. Notwithstanding the foregoing, (a) Distributor shall have the right to employ separate counsel and participate in the defense of such action, at Distributor’s expense, and (b) if (1) CSR does not promptly assume the defense of any such claim following notice of its election to do so, or (2) Distributor reasonably concludes that there may be defenses available to it which are different from or additional to those available to CSR and which could reasonably be expected to result in a conflict of interest or prejudice to Distributor if both Parties were represented by the same counsel, then Distributor have the right to undertake the defense of such claim with counsel of its own choosing, with the reasonable costs thereof to be borne by CSR.

DISTRIBUTOR'S OBLIGATIONS. In connection with the indemnities provided hereunder, Distributor shall: (i) promptly notify CSR of any claim that is subject to CSR’s indemnification obligations hereunder, but Distributor’s failure to promptly notify CSR shall not discharge CSR of its obligation to indemnify Distributor unless and only to the extent that such failure is held to prejudice CSP’s defense of such claim; (ii) reasonably cooperate with CSR in the performance of its obligations hereunder, provided any related costs or expenses incurred expensesincurred by Distributor shall be covered becovered by CSR; and (iii) grant CSR the right to control theright tocontrol the defense and settlement of any claim which is subject to indemnification, provided CSR pays in full any monetary anymonetary component of such settlement and further provided that such settlement contains a full and unconditional release of Distributor and no admission of liability on behalf of Distributor. Notwithstanding the foregoing, (a) Distributor shall have the right to employ separate counsel and participate in the defense of such action, at Distributor’s expense, and (b) if (1) CSR does not promptly assume the defense of any such claim following notice of its election to do so, or (2) Distributor reasonably concludes that there may be defenses available defensesavaila ble to it which are different from or additional to those available to CSR and which could reasonably be expected to result in a conflict of interest inte rest or prejudice to Distributor if both Parties were represented by the same counsel, then Distributor have the right thenDistributor havetheright to undertake the defense thedefense of such claim with counsel of its own choosing, with the reasonable costs thereof to be borne by CSR.

DISTRIBUTOR'S OBLIGATIONS. In connection with the indemnities provided hereunder, Distributor shall: (i) promptly notify CSR of any claim that is subject to CSR’s indemnification obligations hereunder, but Distributor’s failure to promptly notify CSR shall not discharge CSR of its obligation to indemnify Distributor unless and only to the extent that such failure is held to prejudice CSP’s defense defence of such claim; (ii) reasonably cooperate with CSR in the performance of its obligations hereunder, provided any related costs or expenses incurred by Distributor shall be covered by CSR; and (iii) grant CSR the right to control the defense defence and settlement of any claim which is subject to indemnification, provided CSR pays in full any monetary component of such settlement and further provided that such settlement contains a full and unconditional release of Distributor and no admission of liability on behalf of Distributor. Notwithstanding the foregoing, (a) Distributor shall have the right to employ separate counsel and participate in the defense defence of such action, at Distributor’s expense, and (b) if (1) CSR does not promptly assume the defense defence of any such claim following notice of its election to do so, or (2) Distributor reasonably concludes that there may be defenses defences available to it which are different from or additional to those available to CSR and which could reasonably be expected to result in a conflict of interest or prejudice to Distributor if both Parties parties were represented by the same counsel, then Distributor have the right to undertake the defense defence of such claim with counsel of its own choosing, with the reasonable costs thereof to be borne by CSR.

DISTRIBUTOR'S OBLIGATIONS. In connection with the indemnities provided hereunder, Distributor shall: (i) promptly notify CSR of any claim that is subject to CSR’s indemnification obligations hereunder, but Distributor’s failure to promptly notify CSR shall not discharge CSR of its obligation to indemnify Distributor unless and only to the extent that such failure is held to prejudice CSP’s defense of such claim; (ii) reasonably cooperate with CSR in the performance of its obligations hereunder, provided any related costs or expenses incurred by Distributor shall be covered by CSR; and (iii) grant CSR the right to control the defense and settlement of any claim which is subject to indemnification, provided CSR pays in full any monetary component of such settlement and further provided that such settlement contains a full and unconditional release of Distributor and no admission of liability on behalf of Distributor. Notwithstanding the foregoing, (a) Distributor shall have the right to employ separate counsel and participate in the defense of such action, at Distributor’s expense, and (b) if (1) CSR does not promptly assume the defense of any such claim following notice of its election to do so, or (2) Distributor reasonably concludes that there may be defenses available to it which are different from or additional to those available to CSR and which could reasonably be expected to result in a conflict of interest or prejudice to Distributor if both Parties parties were represented by the same counsel, then Distributor have the right to undertake the defense of such claim with counsel of its own choosing, with the reasonable costs thereof to be borne by CSR.