Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, provided that the Indemnified Party may participate in such defense at such party’s expense; provided, further, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each (a) Any party entitled seeking indemnification pursuant to Section 10.02 or 10.03 above (an "Indemnified Party") shall give prompt notice to Covance, if pursuant to Section 10.02, or to the Purchaser, if pursuant to Section 10.03 (each, as is applicable, the "Indemnifying Party") of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article 10 (Agreement, stating the “Indemnified Party”) shall give notice amount of the Loss, if known, and method of computation thereof, and containing a reference to the party required to provide provisions of this Agreement in respect of which such right of indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge is claimed or arises. The obligations and Liabilities of any claims as to which indemnity is sought, and shall permit the Indemnifying Party under this Article X with respect to assume the defense Losses arising from claims of any such claim or litigation resulting therefrom and to consent third party which are subject to the entry indemnification provided for in this Article X ("Third Party Claims") shall be governed by and contingent upon the additional terms and conditions set forth in this Section 10.05. If an Indemnified Party shall receive notice of any judgment or Third Party Claim, the entry into Indemnified Party shall give the Indemnifying Party prompt notice of any settlement with respect theretosuch Third Party Claim; provided, however, that the Indemnified Party may participate in failure to provide such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve release the Indemnifying Party from any of its obligations under this Article 10 X except to the extent that the Indemnifying Party has been adversely affected is materially prejudiced by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 9 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation Proceeding resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto; provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 9 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each (a) Whenever a claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to seeking indemnification under this Article 10 (the “Indemnified Party”an "INDEMNIFIED PARTY") shall give reasonably prompt notice to the party required to provide from whom indemnification is sought (an "INDEMNIFYING PARTY") of such indemnification (Claim and the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is soughtfacts, and shall permit in reasonable detail, constituting the Indemnifying Party to assume the defense of any basis for such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect thereto(a "CLAIM NOTICE"); provided, however, provided that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any an Indemnified Party to give prompt written notice as provided herein of any Claim shall not relieve the release, waive or otherwise affect an Indemnifying Party of its Party's obligations under this Article 10 with respect thereto except to the extent that the Indemnifying Party has been is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby. (b) In the case of a Claim involving the assertion of a claim by such failure. The Indemnified Party shall furnish such information regarding itself a third party (whether pursuant to an Action or the claim in question as otherwise, a "THIRD-PARTY CLAIM"), if the Indemnifying Party may reasonably request shall acknowledge in writing and shall otherwise cooperate with to the Indemnified Party that the Indemnifying Party to such extent as shall be reasonably required obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (i) the defense of such claim and litigation resulting therefrom.Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost,

Notice and Defense of Claims. Each (a) Any party entitled seeking indemnification pursuant to Section 10.02 or 10.03 above (an "Indemnified Party") shall give prompt notice to the Sellers, if pursuant to Section 10.02 or to the Purchaser if pursuant to Section 10.03 (each, as is applicable, the "Indemnifying Party") of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article 10 (Agreement, stating the “Indemnified Party”) shall give notice amount of the Loss, if known, and method of computation thereof, and containing a reference to the party required to provide provisions of this Agreement in respect of which such right of indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge is claimed or arises. The obligations and Liabilities of any claims as to which indemnity is sought, and shall permit the Indemnifying Party under this Article IX with respect to assume the defense Losses arising from claims of any such claim or litigation resulting therefrom and to consent third party which are subject to the entry indemnification provided for in this Article IX ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any judgment or Third Party Claim, the entry into Indemnified Party shall give the Indemnifying Party prompt notice of any settlement with respect theretosuch Third Party Claim; provided, however, that the Indemnified Party may participate in failure to provide such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve release the Indemnifying Party from any of its obligations under this Article 10 IX except to the extent that the Indemnifying Party has been adversely affected is materially prejudiced by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. Each party entitled to indemnification under this Article 10 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claims as to which indemnity is sought, and shall permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom and to consent to the entry of any judgment or the entry into of any settlement with respect theretothereto (provided that the Indemnifying Party will not enter into any settlement with respect thereto without the consent of the Indemnified Party which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 10 except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and shall otherwise cooperate with the Indemnifying Party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.