Common use of Notice and Legal Defense Clause in Contracts

Notice and Legal Defense. Promptly upon receipt by a party entitled to indemnification under this Article XIV (the "Indemnified Party") of any claim as to which such indemnification may be applicable ("Claim"), the Indemnified Party shall notify the other party (the "Indemnifying Party") of such fact in writing with the details of such Claim. The Indemnifying Party shall assume the defense thereof with counsel of its choice, subject to the reasonable approval of the Indemnified Party. If the parties against whom the Claim is asserted include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such Claim on behalf of such Indemnified Party, at the Indemnifying Party's expense. The Indemnified Party shall retain authority, in the reasonable exercise of its discretion, to approve any and all communications with, and to prevent the submission of any documents to, any court or governmental authority having jurisdiction over the Claim.

Notice and Legal Defense. Promptly upon receipt by a party entitled to indemnification under this Article XIV XVI (the "Indemnified Party") of any claim as to which such indemnification may be applicable ("Claim"), the Indemnified Party shall notify the other party (the "Indemnifying Party") of such fact in writing with the details of such Claim. The Indemnifying Party shall assume the defense thereof with counsel of its choice, subject to the reasonable approval of the Indemnified Party. If the parties against whom the Claim is asserted include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such Claim on behalf of such Indemnified Party, at the Indemnifying Party's expenseexpense to the extent the Claim in question is properly to be indemnified by the Indemnifying Party. The Indemnified Party shall retain authority, in the reasonable exercise of its discretion, to approve any (i) review communications with and all communications with, and to prevent the submission of any documents to, to any court or governmental authority having jurisdiction over the Claim; and (ii) approve any settlement of the Claim.

Notice and Legal Defense. Promptly upon after receipt by a party entitled to indemnification under this Article XIV (the "Indemnified Party") of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which such indemnification any indemnity provided for in Section 14.1 or 14.2 hereof may be applicable ("Claim")apply, the Indemnified Party shall notify the other party (the "Indemnifying Party") indemnifying Party in writing of such fact in writing with the details of such Claimfact. The Indemnifying indemnifying Party shall assume the defense thereof with counsel of its choice, subject designated by such Party and satisfactory to the reasonable approval of the Indemnified Party. If ; provided, however, that if the parties against whom the Claim is asserted defendants in any such action include both the Indemnified Party and the Indemnifying Party, indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different fromfrom or additional to, additional to or inconsistent with, those available to the Indemnifying indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such Claim action on behalf of such Indemnified Party, at the Indemnifying indemnifying Party's expense. The During the pendency of any matter to which may indemnity provided in Section 14.1 or 14.2 hereof may apply, the Indemnified Party shall retain authorityauthority to monitor, in be consulted and be kept fully informed with respect to the reasonable exercise of its discretion, to approve any and all communications with, and to prevent the submission of any documents to, any court or governmental authority having jurisdiction over the Claimmatter.