Common use of Notice and Defense of Third Party Claims Clause in Contracts

Notice and Defense of Third Party Claims. In the event of a claim by a Party for indemnification under this Article, such indemnified Party shall give the indemnifying Party prompt notice of the claim and copies of all papers served upon or received by the indemnified Party relating thereto. The indemnifying Party will have the right to control the defense of such claim and all negotiations for its settlement or compromise; provided that the indemnifying Party (a) will not have the right to bind the indemnified Party to any non-financial settlement, consent, or other agreement without the prior written consent of the indemnified Party, which consent may not be unreasonably withheld or delayed and (b) shall keep the indemnified Party fully informed in all respects concerning the defense and negotiation of the claim(s). The indemnified Party shall provide reasonable assistance to the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense of any such claim. The indemnified Party shall have the right to participate in the defense of any such claim, at its expense.

Notice and Defense of Third Party Claims. In the event of a claim by a Party party for indemnification under this ArticleArticle 10, such indemnified Party party shall give the indemnifying Party prompt notice of the claim and copies of all papers served upon or received by the indemnified Party party relating thereto. The indemnifying Party will shall have the exclusive right to control the defense of such claim and all negotiations for its settlement or compromise; provided that the indemnifying Party (a) will not have the right to bind the indemnified Party party to any non-financial settlement, consent, or other agreement without the prior written consent of the indemnified Partyparty, which consent may shall not be unreasonably withheld or delayed and (b) shall keep the indemnified Party fully informed in all respects concerning the defense and negotiation of the claim(s)delayed. The indemnified Party party shall provide reasonable assistance to the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense of any such claim. The indemnified Party party shall have the right to participate in the defense of any such claim, at its expense.