Common use of Notice and Defense Clause in Contracts

Notice and Defense. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the indemnifying party on account of its agreement contained in the preceding paragraphs, such Defendant shall with reasonable promptness give notice in writing of such suit to the indemnifying party, but failure to so give such notice shall not relieve the indemnifying party from any liability that it may have to the Defendants otherwise than on account of this indemnity agreement. The indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit with counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the indemnifying party elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such costs as are approved by the indemnifying party; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the indemnifying party and its counsel. The indemnifying party's obligations under this Paragraph 8 shall survive the termination of this Agreement.

Notice and Defense. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the indemnifying party on account of its agreement contained in the preceding paragraphs, such Defendant shall with reasonable promptness give notice in writing of such suit to the indemnifying party, but failure to so give such notice shall not relieve the indemnifying party from any liability that it may have to the Defendants otherwise than on account of this indemnity agreement. The indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit with counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the indemnifying party elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such other costs as are approved by the indemnifying party; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional responsibilities, cooperate with the indemnifying party and its counsel. The indemnifying party's obligations under this Paragraph 8 10 shall survive the termination of this Agreement.

Notice and Defense. Upon the presentation in writing of any claim or the commencement of any suit against any Defendant in respect of which indemnification may be sought from the indemnifying party on account of its agreement contained in the preceding paragraphs, such Defendant shall with reasonable promptness give notice in writing of such suit to the indemnifying party, but failure to so give such notice shall not relieve the indemnifying party from any liability that it may have to the Defendants otherwise than on account of this indemnity agreement. The indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any such claim or suit with counsel chosen by it and satisfactory to the Defendants who are parties to such suit or against whom such claim is presented. If the indemnifying party elects to assume the defense and retain such counsel as herein provided, such Defendant shall bear the fees and expenses subsequently incurred of any additional counsel retained by them, except the reasonable costs of investigation and such costs as are approved by the indemnifying party; provided, that if counsel for an indemnified Defendant determines in good faith that there is a conflict which requires separate representation for the indemnified Defendant, the indemnified Defendant shall be entitled to indemnification for the reasonable expenses of one additional counsel and local counsel to the extent provided above. Such counsel shall, to the fullest extent consistent with its professional -5- responsibilities, cooperate with the indemnifying party and its counsel. The indemnifying party's obligations under this Paragraph 8 shall survive the termination of this Agreement.