Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. Each party shall promptly notify the other party(ies) in writing of any situation which presents or appears to involve a claim which may be the subject of indemnification under this Agreement and the indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it shall notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other party’s prior written consent, which shall not be unreasonably withheld. Any notice given by the indemnifying party to an indemnified party or participation in or control of the litigation of any such claim by the indemnifying party shall in no event be deemed to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect to the claim.

Notice and Defense of Claims. Each party shall promptly notify the other party(ies) in writing of any situation which presents or appears to involve a claim which may be the subject of indemnification under this Agreement and the indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it shall notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s 's expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other party’s 's prior written consent, which shall not be unreasonably withheld. Any notice given by the indemnifying party to an indemnified party or participation in or control of the litigation of any such claim by the indemnifying party shall in no event be deemed to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect to the claim.

Notice and Defense of Claims. Each Promptly after receipt by an indemnified party shall promptly notify under this section of notice of the other party(ies) in writing commencement of any situation which presents or appears to involve action, that party will, if a claim which may in respect thereof is to be the subject of indemnification made against an indemnifying party under this Agreement and Section, notify the indemnifying party shall have of the option commencement thereof; but the omission to defend against any such claim. In the event notify the indemnifying party so elects, will not relieve it shall notify the from any liability which it may have to any indemnified party under this Section. In case any such action is sought against any indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with it notifies the indemnifying partyparty of the commencement thereof, at the indemnifying party’s expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall will be entitled to participate in therein and, to the extent that it may wish, to assume the defense of thereof, with counsel satisfactory to such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other indemnified party’s prior written consent, which shall not be unreasonably withheld. Any and after notice given by from the indemnifying party to an such indemnified party or participation in or control of its election so to assume the litigation of any such claim by defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, but shall in no event be deemed continue to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect liable to the claimindemnified party in all other respect as heretofore set forth in this Section.

Notice and Defense of Claims. Each Promptly after receipt by an indemnified party shall promptly under this Section of notice of the commencement of any action, that party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the other party(ies) in writing indemnifying party of any situation which presents or appears the commencement thereof; but the omission to involve a claim which may be the subject of indemnification under this Agreement and notify the indemnifying party shall not relieve it from any liability which it may have the option to defend any indemnified party under this Section. In case any such action is sought against any such claim. In the event indemnified party and it notifies the indemnifying party so electsof the commencement thereof, it shall notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in therein and, to the extent that it may wish, to assume the defense of thereof, with counsel satisfactory to such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other indemnified party’s prior written consent, which shall not be unreasonably withheld. Any and after notice given by from the indemnifying party to an such indemnified party or participation in or control of its election so to assume the litigation of any such claim by defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in no event be deemed connection with the defense thereof other than reasonable costs of investigation, but shall continue to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect liable to the claimindemnified party in all other respect as heretofore set forth in this Section.

Notice and Defense of Claims. Each party shall promptly notify the other party(ies) in writing of any situation which presents or appears to involve a claim which may be the subject of indemnification under this Agreement and Agreement, including promptly after the summons or other first legal process shall have been served upon such indemnified party, which notice shall provide information of the nature of any claim for which indemnification is being sought hereunder; but the failure to provide such prompt notification shall not relieve the indemnifying party of any liability or obligation hereunder, except to the extent that the indemnifying party has suffered material harm as a result of such indemnified party’s failure to provide prompt notification. Each indemnified party shall have be entitled to participate in the option defense of such claim at its own expense through counsel of its own choosing, which counsel shall be reasonably acceptable to defend against any such claimthe indemnifying party . In the event the indemnifying party so elects, it shall notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing wrongdoing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other party’s prior written consent, which shall not be unreasonably withheld. Any notice given by the indemnifying party to an indemnified party or participation in or control of the litigation of any such claim by the indemnifying party shall in no event be deemed to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect to the claim.

Notice and Defense of Claims. Each Promptly after receipt by an ---------------------------- indemnified party shall promptly notify under this section of notice of the other party(ies) in writing commencement of any situation which presents or appears to involve action, that party will, if a claim which may in respect thereof is to be the subject of indemnification made against an indemnifying party under this Agreement and Section, notify the indemnifying party shall have of the option commencement thereof; but the omission to defend against any such claim. In the event notify the indemnifying party so elects, will not relieve it shall notify the from any liability which it may have to any indemnified party under this Section. In case any such action is sought against any indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with it notifies the indemnifying partyparty of the commencement thereof, at the indemnifying party’s expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall will be entitled to participate in therein and, to the extent that it may wish, to assume the defense of thereof, with counsel satisfactory to such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other indemnified party’s prior written consent, which shall not be unreasonably withheld. Any and after notice given by from the indemnifying party to an such indemnified party or participation in or control of its election so to assume the litigation of any such claim by defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, but shall in no event be deemed continue to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect liable to the claimindemnified party in all other respect as heretofore set forth in this Section.

Notice and Defense of Claims. Each party shall promptly notify the ---------------------------- other party(ies) in writing of any situation which presents or appears to involve a claim which may be the subject of indemnification under this Agreement and the indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it shall notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s 's expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other party’s 's prior written consent, which shall not be unreasonably withheld. Any notice given by the indemnifying party to an indemnified party or participation in or control of the litigation of any such claim by the indemnifying party shall in no event be deemed to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect to the claim.

Notice and Defense of Claims. Each party shall promptly notify the other party(ies) in writing of any situation which presents or appears to involve a claim which may be the subject of indemnification under this Agreement and the indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it shall notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party’s 's expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without providing the other party with advance written notice of its intention to do so and will defer making such an admission or effecting such a compromise until it receives the other party’s 's prior written consent, which shall not be unreasonably withheldwithheld and shall be provided in a prompt manner. Any notice given by the indemnifying party to an indemnified party or participation in or control of the litigation of any such claim by the indemnifying party shall in no event be deemed to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect to the claim.

Notice and Defense of Claims. Each Promptly after receipt by an indemnified party shall promptly notify under this section of notice of the other party(ies) in writing commencement of any situation which presents or appears to involve action, that party will, if a claim which may in respect thereof is to be the subject of indemnification made against an indemnifying party under this Agreement and Section, notify the indemnifying party shall have of the option commencement thereof, but the omission to defend against any such claim. In the event notify the indemnifying party so elects, will not relieve it shall notify the from any liability which it may have to any indemnified party under this Section. In case any such action is sought against any indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with it notifies the indemnifying partyparty of the commencement thereof, at the indemnifying party’s expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall will be entitled to participate in therein and, to the extent that it may wish, to assume the defense of thereof, with counsel satisfactory to such claim at its own expense through counsel of its own choosing. Neither party shall admit to wrong-doing nor make any compromise in any action or proceeding which may result in a finding of wrongdoing by the other party without the other indemnified party’s prior written consent, which shall not be unreasonably withheld. Any and after notice given by from the indemnifying party to an such indemnified party or participation in or control of its election so to assume the litigation of any such claim by defense thereof, the indemnifying party will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, but shall in no event be deemed continue to be an admission by the indemnifying party of culpability, and the indemnifying party shall be free to contest liability among the parties with respect liable to the claimindemnified party in all other respect as heretofore set forth in this Section.