Common use of Notice and Control Clause in Contracts

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. The indemnification obligations set forth in Articles 9 and 10 will this Article shall not apply unless the Party 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 party has actual knowledge, in order to allow the indemnitor the opportunity to investigate and defend the matter; provided, provided that the failure to so notify will shall only relieve the indemnitor of its obligations under this article Article if and to the extent that the indemnitor is prejudiced thereby; and (ii) Gives the other Party reasonable party full opportunity to control the response thereto and the defense thereof, including including, without limitation, 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.for

Notice and Control. The indemnification obligations set forth ------------------ in Articles 9 and 10 will this Article shall not apply unless the Party 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 party has actual knowledge, in order to allow the indemnitor the opportunity to investigate and defend the matter; providedprovided that, that the failure to so notify will shall only relieve the indemnitor of its obligations under this article Article if and to the extent that the indemnitor is prejudiced thereby; and (ii) Gives the other Party reasonable party full opportunity to control the response thereto and the defense thereof, including including, without limitation, 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 third-party and to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense.

Notice and Control. The indemnification obligations set forth in Articles 9 and 10 will this Article shall not apply unless the Party party claiming indemnification: (i) Notifies notifies the other Party promptly in writing of any matters in respect of which the indemnity may apply and of which the notifying Party party has actual knowledge, in order to allow the indemnitor the opportunity to investigate and defend the matter; provided, however, that the failure to so notify will shall only relieve the indemnitor of its obligations under this article Article XI if and to the extent that the indemnitor is prejudiced thereby; and (ii) Gives gives the other Party reasonable party full opportunity to control the response thereto and the defense thereof, including including, without limitation, any agreement relating to the settlement thereof; provided thatprovided, however, 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.