Notice and Cooperation on Indemnification Sample Clauses
Notice and Cooperation on Indemnification. Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of the notifying party and generally shall cooperate with said other party in the defense of any such claim. Upon receipt of such notice of possible liability, the party obligated to provide indemnity shall have the right to provide a written notice to the party entitled to indemnity that the indemnifying party elects to assume the defense of such matter, including, without limitation, the employment of counsel reasonably satisfactory to the indemnified party; whereupon the indemnifying party shall have the right to prosecute such defense and shall be responsible for the payment of the fees and disbursements of such counsel; provided, however, if in the reasonable judgment of the indemnified party, (i) such litigation, action, suit, demand, claim or the resolution thereof, would have a material adverse effect on the indemnified party or (ii) the indemnifying party shall have a conflict of interest in defending such action on the indemnified party’s behalf, then at the indemnified party’s election, the indemnified party may defend itself, and in either of such instances it shall be at the indemnifying party’s expense; provided, however, that the indemnifying party shall be responsible for the reasonable fees of no more than one counsel in each jurisdiction in each proceeding. No indemnifying party shall be responsible for any obligation, loss, cost, expense or other liability to the extent that (a) the party entitled to indemnification failed to provide prompt notice thereof to the indemnifying party and (b) such obligation, loss, cost, expense or other liability could have been avoided if prompt notice had been given.
Notice and Cooperation on Indemnification. Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and generally shall cooperate with said other party in the defense of any such claim.
Notice and Cooperation on Indemnification. The provisions of Section ----------------------------------------- 11.5 of the Original Agreement, as amended and affected by the First Amendment, shall apply with equal weight to the indemnification obligations of the parties to this Agreement, to the same extent as if the parties to this Agreement were named parties to the Original Agreement, as amended and affected by the First Amendment.
Notice and Cooperation on Indemnification. Subject to the time limitations contained in section 5.2, whenever any party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which another party is or may be responsible under this Agreement, such party shall notify said other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have which may be used or useful in defense of such claims and shall afford said other party full opportunity to defend the same in the name of any party and shall generally cooperate with said other party in the defense of any such claim.
Notice and Cooperation on Indemnification. Whenever CARC shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which Operating Partnership is or may be responsible under this Agreement, CARC shall notify Operating Partnership promptly and furnish such copies of documents (and make originals thereof available) and such other information as CARC may have that may be used or useful in the defense of such claims and shall afford Operating Partnership full opportunity to defend the same in the name of CARC and generally shall cooperate with Operating Partnership in the defense of any such claim.
Notice and Cooperation on Indemnification. Whenever Trizec shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which OPLLC is or may be responsible under this Agreement, Trizec shall notify OPLLC promptly and furnish such copies of documents (and make originals thereof available) and such other information as Trizec may have that may be used or useful in the defense of such claims and shall afford OPLLC full opportunity to defend the same in the name of Trizec and generally shall cooperate with OPLLC in the defense of any such claim.