Common use of Notice and Assumption of Defense Clause in Contracts

Notice and Assumption of Defense. In the event a claim arises for which indemnification is or may be sought by the Capital Official, the Capital Official shall promptly notify Acquiror, in writing at the address set forth in Section 3 hereof, of the commencement of such legal action or existence of and facts relating to such claim. Upon receipt of such notice, or at any time thereafter, Acquiror shall be entitled to participate therein and, in its sole discretion, to assume the defense of such claim, with counsel of its choice, subject to the reasonable approval of the Capital Official, and to consider and decide on any proposed settlement, subject to the reasonable approval of the Capital Official. In any and all events, Acquiror shall have the right to reasonable control over the nature and extent of expenses incurred in connection with such claim(s). Acquiror shall notify the Capital Official of its assumption of the defense of such claim; and after such notice from Acquiror to the Capital Official, Acquiror shall not be liable to the Capital Official for indemnification under Section 5.13(b) of the Merger Agreement for any legal expenses of other counsel or any other expenses of defense subsequently incurred by such indemnified party.

Notice and Assumption of Defense. In the event a claim arises for which indemnification is or may be sought by the Capital OfficialHeritage Officer, the Capital Official Heritage Officer shall promptly notify Acquiror, in writing at the address set forth in Section 3 hereof, of the commencement of such legal action or existence of and facts relating to such claim. Upon receipt of such notice, or at any time thereafter, Acquiror shall be entitled to participate therein and, in its sole discretion, to assume the defense of such claim, with counsel of its choice, subject to the reasonable approval of the Capital OfficialHeritage Officer, and to consider and decide on any proposed settlement, subject to the reasonable approval of the Capital OfficialHeritage Officer. In any and all events, Acquiror shall have the right to reasonable control over the nature and extent of expenses incurred in connection with such claim(s). Acquiror shall notify the Capital Official Heritage Officer of its assumption of the defense of such claim; and after such notice from Acquiror to the Capital OfficialHeritage Officer, Acquiror shall not be liable to the Capital Official Heritage Officer for indemnification under Section 5.13(b) of the Merger Agreement for any legal expenses of other counsel or any other expenses of defense subsequently incurred by such indemnified party.