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

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted by a third party against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice of such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted by a third party under this Article 5 against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 5 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice of such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted by a third party against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 Section 6.8 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), Parent shall undertake the defense, compromise or settlement of such Proceeding with counsel reasonably satisfactory to the EFS Shareholders, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with Parent’s defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall give prompt written notice of such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereofPerson; provided, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it the Indemnifying Person is materially prejudiced by reason of such delay or failure. The Actual or threatened action by any Person is not a condition or prerequisite to the Indemnifying Person’s obligations under this Section 6.8. In connection with the Indemnified Person’s defense of any such Proceeding, the Indemnifying Person shall have the right to employ separate counsel shall, reasonably and in any of the foregoing actionsgood faith, claims or proceedings assist and to participate cooperate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted by a third party under this Article V against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 V from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall undertake the defense, compromise or settlement of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Indemnified Person's defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall give prompt written notice of such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereofPerson; provided, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it the Indemnifying Person is materially prejudiced by reason of such delay or failure. The Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article V. In connection with the Indemnified Person's defense of any such Proceeding, the Indemnifying Person shall have the right to employ separate counsel shall, reasonably and in any of the foregoing actionsgood faith, claims or proceedings assist and to participate cooperate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate.

Notice and Defense of Third Party Claims. If (a) In the event any action, claim suit or proceeding shall be is brought or asserted by a third party against an indemnified party or any successor thereto (the "Indemnified Person") in , with respect of to which indemnity an Indemnifying Person may be sought have liability under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person")Section 6.2, the Indemnified Person shall give prompt action, suit or proceeding shall, upon the written notice agreement of such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by reason of such delay or failureIndemnifying Person. The Indemnified Person Persons shall have the right to employ separate its or their own counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereofsuch case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Persons, unless (i) the Indemnified Person unless both the Indemnified Person and employment of such counsel shall have been authorized in writing by the Indemnifying Person are named as parties in connection with the defense of such action, suit or proceeding, (ii) the Indemnifying Person shall fail actively and diligently to defend such action, suit or proceeding, or (iii) the Indemnified Persons shall have reasonably concluded that there may be one or more legal or equitable defenses available to the Indemnified Persons which are different from or additional to those available to the Indemnifying Person, in any of which events the Indemnifying Person shall in good faith determine not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Persons and that the representation portion of any fees and expenses of counsel related to matters covered by the same counsel is inappropriate.indemnity agreement and contained in