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

Notice and Defense of Third Party Claims. The Indemnitee will give the Indemnitor prompt written notice of any third-party claim. The Indemnitor will undertake the defense thereof, and will be free to choose its own counsel. Failure to give the notice will not affect the Indemnitor's duties or obligations under this Section, except to the extent the Indemnitor is prejudiced thereby. So long as the Indemnitor is defending any claim actively and in good faith, the Indemnitee will not settle the claim. The Indemnitee will make available to the Indemnitor or its representatives all records and other materials required by them in the possession or under the control of the Indemnitee, for Indemnitor’s use in defending any claim, and will in other respects give reasonable cooperation in the defense. If the Indemnitor, within a reasonable time after notice of any third party claim, fails to defend the claim actively and in good faith, the Indemnitee will (upon further notice) have the right to undertake the defense, compromise or settlement of the claim or consent to the entry of a judgment with respect to the claim, on behalf of and for the account and risk of the Indemnitor, and the Indemnitor will thereafter have no right to challenge the Indemnitee's defense, compromise, settlement or consent to judgment.