Notice and Control. The party that first receives notice of a Claim must promptly notify the other party in writing providing reasonable details of the Claim. Except where Spark has expressly waived its right to be indemnified under clause 10.1 in respect of a particular Claim, Spark must not make any admission of liability or purport to settle that Claim without Supplier’s prior written consent, and at Supplier’s request and expense Spark must allow Supplier to conduct or settle all negotiations and litigation resulting from the Claim, provided that: (a) Spark will be entitled to be represented at, and consulted on, all such negotiations and litigation; (b) Supplier will not be entitled to make any admission of wrongdoing on Spark’s behalf; (c) unless Spark specifically agrees otherwise in writing, Supplier will not be entitled to compromise or settle the Claim on any basis that does not involve a complete release by the claimant(s) in favour of Spark, in respect of any and all liability in connection with the Claim; and (d) at Supplier’s request, Spark will provide reasonable assistance with such negotiations or litigation, and Supplier must reimburse Spark for its reasonable staff costs and out of pocket expenses incurred for that purpose.
Notice and Control. Except as otherwise provided herein, in the event any third party asserts a Claim with respect to any matter as to which the indemnities in this Agreement relate, the party or parties against whom the Claim is asserted (whether singular or plural, the “Indemnitee”) shall give prompt written notice to the other party or parties (whether singular or plural, the “Indemnitor”) in reasonable detail so that the Indemnitor is or will be able to reasonably understand the basis of the Claim; provided that the failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor is materially prejudiced thereby. Thereafter, the Indemnitor shall have the right at its election to take over the defense or settlement of the third party Claim at its own expense by giving prompt notice to the Indemnitee. If the Indemnitor does not give such notice and does not proceed diligently so to defend the third party Claim within 30 days after receipt of the notice of the third party Claim, the Indemnitor shall be bound by any defense or settlement that the Indemnitee may make as to those Claims and shall reimburse the Indemnitee for its Losses related to the defense or settlement of the third party Claim. Subject to Indemnitor retaining control of the Claim or settlement thereof, the Indemnitee shall, at its option and expense, have the right to participate in the defense of any such Claims defended by the Indemnitor (except that Indemnitor shall not be responsible for the fees and expenses of counsel to Indemnitee unless agreed to in writing). The parties shall cooperate in defending against any asserted third party Claims.
Notice and Control. The indemnification obligations set forth in Articles 9 and 10 will not apply unless the Party claiming indemnification:
(i) Notifies the other Party promptly of any matters in respect of which the indemnity may apply and of which the notifying Party has actual knowledge, in order to allow the indemnitor the opportunity to investigate and defend the matter; provided, that the failure to so notify will only relieve the indemnitor of its obligations under this article if and to the extent that the indemnitor is prejudiced thereby; and
(ii) Gives the other Party reasonable opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; provided that, the indemnitee will have the right to participate in any legal proceeding to contest and defend a claim for indemnification involving a third party and to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense.
Notice and Control. In the event that a Party is seeking indemnification under this Section 12.3, it shall inform the indemnifying Party of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim, and shall not settle or compromise the claim without the express written consent of the indemnifying Party.
Notice and Control. If either Party becomes aware of a patent assigned to a Third Party that includes one or more claims which could potentially be infringed by activities conducted by either Party under this Agreement, it will immediately inform the other Party, and representatives of AVI and Ercole will meet to discuss whether any action is warranted and, if so, possible courses of action. If the Third Party patent claim relates primarily to AVI technology, AVI will take the lead in any negotiations or legal actions with the Third Party, taking into consideration suggestions made by Ercole and Ercole’s counsel, and AVI shall have final say in any settlement or business arrangement with the Third Party. If the Third Party patent claim relates primarily to Ercole technology, Ercole will take the lead in any negotiations or legal actions with the Third Party, taking into consideration suggestions made by AVI and AVI’s counsel, and Ercole shall have final say in any settlement or business arrangement with the Third Party. Each party will be responsible for its own legal expenses related to such actions.
Notice and Control. The obligation will arise only if LICENSEE gives LICENSOR prompt notice of the infringement claim and grants LICENSOR, in writing, exclusive control over its defense and settlement.
Notice and Control. Each party’s indemnification obligations hereunder shall be subject to (a) receiving prompt written notice of the existence of any claim or action subject to indemnification; (b) being able to, at its option, control the defense of such claim or action; (c) permitting the indemnified party to participate in the defense of any such claim or action; and (d) receiving full cooperation of the indemnified party in the defense thereof.
Notice and Control. The party that first receives notice of a Claim must promptly notify the other party in writing providing reasonable details of the Claim. Except where Entelar has expressly waived its right to be indemnified under clause 10.1 in respect of a particular Claim, Entelar must not make any admission of liability or purport to settle that Claim without Supplier’s prior written consent, and at Supplier’s request and expense Entelar must allow Supplier to conduct or settle all negotiations and litigation resulting from the Claim, provided that: (a) Entelar will be entitled to be represented at, and consulted on, all such negotiations and litigation; (b) Supplier will not be entitled to make any admission of wrongdoing on Entelar’s behalf; (c) unless Entelar specifically agrees otherwise in writing, Supplier will not be entitled to compromise or settle the Claim on any basis that does not involve a complete release by the claimant(s) in favour of Entelar, in respect of any and all liability in connection with the Claim; and (d) at Supplier’s request, Entelar will provide reasonable assistance with such negotiations or litigation, and Supplier must reimburse Entelar for its reasonable staff costs and out of pocket expenses incurred for that purpose.
Notice and Control. In each case, the indemnity is subject to the conditions that (a) the indemnifying party is notified of the claim in a timely manner; (b) the indemnified party provides all reasonable assistance to defend against the claim at the indemnifying party's expense; and (c) the indemnifying party is given control of the defense and settlement.
Notice and Control. 36 (b) Settlement.......................................36 11.10
