Common use of Notice and Defense Clause in Contracts

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. Notwithstanding the foregoing, the failure of an Indemnified Party to give prompt written notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to the Indemnifying Party. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by itit as reasonably approved by the Indemnified Party. Notwithstanding the foregoing, the failure of an Indemnified Party Failure to give prompt written such notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to affect the Indemnifying Party's duty or obligations under this Section 9, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claim, and the Indemnifying Party will have the option, but not the obligation, to undertake the defense thereof by representatives chosen by it. Notwithstanding the foregoing, the The failure of an Indemnified Party to give prompt written notice of a Claim shall not relieve the Indemnifying party Party of its indemnification obligations liability hereunder unless such failure shall result in material prejudice except to the extent the Indemnifying PartyParty is actually prejudiced by the failure to provide prompt written notice. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified PartyINDEMNIFIED PARTY") will give the party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by itthe Indemnified Party. Notwithstanding the foregoing, the failure of an Indemnified Party Failure to give prompt written such notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to affect the Indemnifying Party's duty or obligations under this Article 11, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claimclaim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by itit and reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the failure of an Indemnified Party Failure to give prompt written such notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to affect the Indemnifying Party's duty or obligations under this Article VII, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim claim actively and in good faith, the Indemnified Party shall not settle such Claimclaim. The Indemnified Party shall make available to the Indemnifying Party or its representatives representatives, without additional cost, all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, and shall in other respects give reasonable full cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "“Indemnified Party"”) will give the party from whom indemnification is sought (the "“Indemnifying Party"”) prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by itit upon written notice to the Indemnified Party. Notwithstanding Failure of the foregoing, the failure of an Indemnified Party to give prompt written such notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to affect the Indemnifying Party’s duty or obligations under this Article 9, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified PartyINDEMNIFIED PARTY") will give the party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by itthe Indemnified Party. Notwithstanding the foregoing, the failure of an Indemnified Party Failure to give prompt written such notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to affect the Indemnifying Party's duty or obligations under this Article 11, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not compromise or settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, or its representatives for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.

Notice and Defense. The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. Notwithstanding it as reasonably approved by the foregoing, the failure of an Indemnified Party Indemified Party.. Failure to give prompt written such notice of a Claim shall not relieve the Indemnifying party of its indemnification obligations hereunder unless such failure shall result in material prejudice to affect the Indemnifying Party's duty or obligations under this Section 9, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense.