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") written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by counsel reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnified Party shall at all times also have the right to participate fully in the defense at its own expense. Failure to give such notice shall not 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"”) written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by counsel reasonably satisfactory to the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that the Indemnified Party shall at all times also have the right to participate fully in the defense at its own expense. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Article 11Section 8, 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 undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders, HOWEVER, that the Indemnified Party Shareholders' Representative shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 119, 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 undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDSeller by virtue of joint and several liability, HOWEVER, that the Indemnified Party Seller’s Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Article 118, 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 counsel reasonably satisfactory representatives chosen by it. The assumption of defense shall constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to the Indemnified Party; PROVIDEDsuch claim, HOWEVER, that the Indemnified Party shall at and its undertaking to pay directly all times also have the right to participate fully Damages incurred in the defense at its own expenseconnection therewith. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 11Section 9, except to the extent the Indemnifying Party is materially 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 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 all 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 counsel reasonably satisfactory to the Indemnified Partyrepresentatives chosen by it; PROVIDEDprovided, HOWEVERhowever, that under no circumstances may Company, RBP, Partners or Shareholders undertake any defense of any action that Buyer believes could have a material impact on the Indemnified Party shall at all times also have operation or cash flow of the right to participate fully in the defense at its own expenseTheatres. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Article 1113, 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 undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders by virtue of joint and several liability, HOWEVER, that the Indemnified Party Shareholders’ Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Article 110, 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"”) written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders by virtue of joint and several liability, HOWEVER, that the Indemnified Party representatives chosen by a majority of the Shareholders shall at all times also have the right to participate fully in the defense at its own expenseact as Shareholders’ representative hereunder. Failure to give such notice shall not affect the Indemnifying Party's ’s duty or obligations under this Article 116, 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 undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders by virtue of joint and several liability, HOWEVER, that the Indemnified Party Shareholders' Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 118, 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, 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 counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders by virtue of joint and several liability, HOWEVER, that the Indemnified Party Shareholders' Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 116, 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 undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDPrincipal Shareholders by virtue of joint and several liability, HOWEVER, that the Indemnified Party Shareholders' Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 116, 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 Acquiror Indemnified Party will give the other 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 (including all documents and other nonprivileged information in the Acquiror 43 38 Indemnified Party's possession related thereto) of any such Third Party Claim, and the Indemnifying Party will may undertake the defense thereof by counsel reasonably satisfactory representatives chosen by it upon written notice to the Indemnified Party; PROVIDED, HOWEVER, that the Acquiror Indemnified Party shall at all times also have provided within 20 days of receiving notice of such Third Party Claim (or sooner if the right to participate fully in nature of the defense at its own expenseThird Party Claim so requires). Failure of the Acquiror Indemnified Party to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 11VIII, except to the extent the Indemnifying Party is materially 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 Acquiror Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them the Indemnifying Party and in the possession or under the control of the Acquiror Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claimclaim, 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") Party will give the party from whom indemnification is sought (the "Indemnifying Party") Party prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by counsel reasonably satisfactory representatives chosen by it, which will not constitute an admission by the Indemnifying Party of its indemnification obligation hereunder with respect to the Indemnified Party; PROVIDEDsuch Claim, HOWEVERor an undertaking to pay directly all costs, that the Indemnified Party shall at all times also have the right to participate fully expenses, damages, judgments, awards, penalties and assessments incurred in the defense at its own expenseconnection therewith. Failure to give such notice shall will not affect the Indemnifying Party's ’s duty or obligations under this Article 11VIII, 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 will not settle such Claim. The Indemnified Party shall will 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 will 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 counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders by virtue of joint and several liability, HOWEVER, that the Indemnified Party Shareholders' Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 118, 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 undertake the defense thereof by counsel reasonably satisfactory to representatives chosen by it. In all matters concerning the Indemnified Party; PROVIDEDShareholders, HOWEVER, that the Indemnified Party Shareholders' Agent shall at give and receive notice and otherwise act in all times also have the right to participate fully in the defense at its own expenserespects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 116, 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.