Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request at the expense of the Indemnitor. (ii) If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Indemnitor”), the Indemnitee will shall promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will shall assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will shall deem prudent. Notice of the claim or suit will shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will shall be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request request, at the expense of the Indemnitor. (ii) . If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Indemnitee will shall have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will shall have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will shall be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Clause 19 Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Clause 19 Indemnitor”), the Clause 19 Indemnitee will shall promptly give notice to the Clause 19 Indemnitor and the Clause 19 Indemnitor (unless otherwise requested by the Clause 19 Indemnitee) will shall assume and conduct the defense, or settlement, of such claim or suit, as the Clause 19 Indemnitor will shall deem prudent. Notice of the claim or suit will shall be accompanied by all information pertinent to the matter as is reasonably available to the Clause 19 Indemnitee and will shall be followed by such cooperation by the Clause 19 Indemnitee as the Clause 19 Indemnitor or its counsel may reasonably request request, at the expense of the Clause 19 Indemnitor. (ii) . If the Clause 19 Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Clause 19 Indemnitee will shall have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will shall have a claim over against the Clause 19 Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Clause 19 Indemnitor will shall be deemed to have waived any objection or defense to the Clause 19 Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Clause 19 Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Clause 19 Indemnitor”), the Clause 19 Indemnitee will shall promptly give notice to the Clause 19 Indemnitor and the Clause 19 Indemnitor (unless otherwise requested by the Clause 19 Indemnitee) will shall assume and conduct the defense, or settlement, of such claim or suit, as the Clause 19 Indemnitor will shall deem prudent. Notice of the claim or suit will shall be accompanied by all information pertinent to the matter as is reasonably available to the Clause 19 Indemnitee and will shall be followed AVTA - A320 Family & A320 NEO Family PA by such cooperation by the Clause 19 Indemnitee as the Clause 19 Indemnitor or its counsel may reasonably request request, at the expense of the Clause 19 Indemnitor. (ii) . If the Clause 19 Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Clause 19 Indemnitee will shall have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will shall have a claim over against the Clause 19 Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Clause 19 Indemnitor will shall be deemed to have waived any objection or defense to the Clause 19 Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (ia) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”"INDEMNITEE") for damages for which liability has been assumed by the other party under this Clause 19, (the “Indemnitor”"INDEMNITOR"), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request at the expense of the Indemnitor. (iib) If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ ' fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s 's claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent, ***. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request request, at the expense of the Indemnitor. (ii) . If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request request, at the expense of the Indemnitor. (ii) . ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request request, at the expense of the Indemnitor. (ii) . If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19, 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request request, at the expense of the Indemnitor. (ii) . If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit suit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit suit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (ia) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “"Indemnitee”") for damages for which liability has been assumed by the other party under this Clause 19, (the “"Indemnitor”"), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request at the expense of the Indemnitor. (iib) If In the event that the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ ' fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s 's claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (ia) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other Party responsible to indemnify such party or entity entitled to indemnification under this Clause 19, (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as the Indemnitor will deem prudent, but in no event will the Indemnitor be allowed to so defend or settle such suit in a manner that admits liability or breach of law of any Indemnitee without such Indemnitee’s express prior written permission to do so. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request at the expense of the Indemnitor. (iib) If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for any resulting judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. (i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “"Indemnitee”") for damages for which liability has been assumed by the other party under this Clause 19, (the “"Indemnitor”"), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request at the expense of the Indemnitor. (ii) If In the event that the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for any judgments, reasonable settlements, costs or expenses, including reasonable attorneys’ ' fees. Further, in such event, the Indemnitor will be deemed to have waived any objection or defense to the Indemnitee’s 's claim based on the reasonableness of any settlement.