Common use of Indemnity Notice Clause in Contracts

Indemnity Notice. The Indemnified Party shall notify the Indemnifying Party promptly, but in no event later than thirty (30) days, after receipt of notice of the commencement of any Claim against the Indemnified Party with respect to which the indemnity set forth in Section 12.1 may apply. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that (a) if the defendants in or a party to any such Claim include both an Indemnitee and the Indemnifying Party and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then each such Indemnitee shall have the right (at the Indemnifying Party’s expense) to select separate counsel to assert such legal defenses and to otherwise participate in the defense of the Claim on behalf of such Indemnitee; (b) if the Claim cannot by its nature be defended solely by the Indemnifying Party, the Indemnitee shall use Commercially Reasonable Efforts to cooperate with the Indemnifying Party in its contest of the Claim and to make available all information and assistance as the Indemnifying Party may reasonably request at the expense of the Indemnifying Party; (c) the Indemnifying Party shall not be entitled to assume and control the defense of any such Claim without the prior Consent of the Indemnitee if and to the extent such Claim involves the potential imposition of criminal liability on the Indemnitee or may subject the Indemnitee to new or additional regulation; and (d) the Indemnifying Party shall not, without the prior Consent of the Indemnitee, consent to the entry of any judgment against such Indemnitee or enter into any settlement or compromise that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee a release, in form and substance satisfactory to the Indemnitee, from all liability in respect of such Claim, except the payment of money that will be paid by the Indemnifying Party.

Indemnity Notice. The Indemnified Party shall notify the Indemnifying Party promptly, but in no event later than thirty (30) days, after receipt of notice of the commencement of any Claim against the Indemnified Party with respect to which the indemnity set forth in Section 12.1 may apply. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that (a) if the defendants in or a party to any such Claim include both an Indemnitee and the Indemnifying Party and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then each such Indemnitee shall have the right (at the Indemnifying Party’s expense) to select separate counsel to assert such legal defenses and to otherwise participate in the defense of the Claim on behalf of such Indemnitee; (b) if the Claim cannot by its nature be defended solely by the Indemnifying Party, the Indemnitee shall use Commercially Reasonable Efforts to cooperate with the Indemnifying Party in its contest of the Claim and to make available all information and assistance as the Indemnifying Party may reasonably request at the expense of the Indemnifying Party; (c) the Indemnifying Party shall not be entitled to assume and control the defense of any such Claim without the prior Consent of the Indemnitee if and to the extent such Claim involves the potential imposition of criminal liability on the Indemnitee or may subject the Indemnitee to new or additional regulation; and (d) the Indemnifying Party shall not, without the prior Consent of the Indemnitee, consent to the entry of any judgment against such Indemnitee or enter into any settlement or compromise that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee a release, in form and substance satisfactory to the Indemnitee, from all liability in respect of such Claim, except the payment of money that will be paid by the Indemnifying Party.