Indemnification Notice. Each Party shall promptly notify the other Party of any claim, demand, suit, action or threat of action of which that Party becomes aware (except with respect to a threat of suit or action either Party might institute against the other Party) which may give rise to a right of indemnification pursuant to this Agreement. The indemnifying Party will be entitled to participate in the settlement or defense thereof and, if the indemnifying Party elects, to take over and control the settlement of defense thereof with counsel satisfactory to the indemnified Party. In any case, the indemnifying Party and the indemnified Party shall cooperate (at no cost to the indemnified Party) in the settlement or defense of any such claim, demand, suit or proceeding.
Appears in 2 contracts
Samples: E Smart Processing Agreement (Atm Financial Corp), Service Bureau Agreement (Atm Financial Corp)
Indemnification Notice. Each Party shall promptly notify the other Party of any claim, demand, suit, action or threat of suit or action of which that the Party becomes aware (except with respect to a threat of suit or action either Party might institute against the other Party) which may give rise to a right of indemnification pursuant to this Agreement. The indemnifying Party will be entitled to participate in the settlement or defense thereof and, if the indemnifying Party elects, to take over and control the settlement of or defense thereof with counsel satisfactory to the indemnified Party. In any case, the indemnifying Party and the indemnified indemnifies Party shall cooperate (at no cost to the indemnified Party) in the settlement or defense of any such claim, demand, suit or proceeding.
Appears in 2 contracts
Samples: Connection Services Agreement (Moneyflow Systems International Inc), Connection Services Agreement (Moneyflow Systems International Inc)
Indemnification Notice. Each Party shall promptly notify the other Party of any claim, demand, suit, action or threat of suit or action of which that the Party becomes aware (except with respect to a threat of suit or action either Party might institute against the other Party) which may give rise to a right of indemnification pursuant to this Agreement. The indemnifying Party will be entitled to participate in the settlement or defense thereof and, if the indemnifying Party elects, to take over and control the settlement of or defense thereof with counsel satisfactory to the indemnified Party. In any case, the indemnifying Party and the indemnified Party shall cooperate (at no cost to the indemnified Party) in the settlement or defense of any such claim, demand, suit or proceeding.
Appears in 2 contracts
Samples: Service Agreement (Westsphere Asset Corp Inc), Service Agreement (Lawler & Associates /Fa/)