Common use of Notice and Control Clause in Contracts

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. 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 daysafter 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.in

Notice and Control. Except as otherwise provided hereinPromptly after receipt by an Indemnified Party of notice of the commencement of any action, in the event any third party asserts such Indemnified Party will, if a Claim with in respect thereof is to be made against the Indemnifying Party under this Article XIV, notify the Indemnifying Party of the commencement thereof; but the omission so to notify the Indemnifying Party will not relieve it from any liability which it may have to any matter as to which Indemnified Party otherwise than under this Article XIV. In case any such action is brought against any Indemnified Party and it notifies the indemnities in this Agreement relateIndemnifying Party of the commencement thereof, the party Indemnifying Party will be entitled to participate therein, with counsel satisfactory to such Indemnified Party. The Indemnified Party shall have the right, but shall not have any duty or parties against whom obligation, to undertake and contest any Third-Party Matter in such manner as it may deem appropriate, at the Claim cost and expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent (which shall not be unreasonably withheld), but if any such action or proceeding is asserted (whether singular settled with its written consent, or pluralif there is a final judgment for the plaintiff in any such action or proceeding, the “Indemnitee”Indemnifying Party shall indemnify and hold harmless such Indemnified Party from and against any loss or liability (to the extent stated above) shall give prompt written by reason of such settlement or judgment. In the case of any Selling Entity, 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 Agent shall be bound by any defense or settlement that the Indemnitee may make as to those Claims and shall reimburse the Indemnitee sufficient 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 Claimsall purposes.