Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. If any action, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee or any Seller Indemnitee (the “Indemnitee”) in respect of which such Indemnitee proposes to demand indemnification, such Indemnitee shall notify the party obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 (the “Indemnifying Party”) thereof within a reasonably prompt period of time after assertion thereof; provided, however, that the failure to so notify the Indemnifying Party shall only affect the Indemnitee’s right to indemnification hereunder to the extent that the Indemnifying Party’s interests are actually and materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Indemnifying Party shall have the right, within ten (10) days after receipt of such notice, to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel in connection therewith; provided, however, that if the Indemnifying Party shall exercise its right to assume such control:

Notice and Opportunity to Defend. If any actionthere occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee or any Seller Indemnitee the party seeking indemnification (the “"Indemnitee”") in respect of which such Indemnitee proposes to demand indemnification, such Indemnitee shall notify the each other party obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 (collectively, the “"Indemnifying Party”") thereof promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any Claim or the commencement of any action or proceeding by a reasonably prompt period of time after assertion thereof; providedthird Person, however, that the failure to so notify Indemnitee will permit the Indemnifying Party shall only affect the Indemnitee’s right to indemnification hereunder participate therein and, to the extent that it shall wish, to assume the defense thereof, PROVIDED, that the Indemnifying Party so notifies the Indemnitee not later than ten (10) business days after its receipt of such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party’s interests are actually and materially prejudiced thereby. Subject 's election to rights of or duties to any insurer or other third Person having liability thereforassume the defense thereof, the Indemnifying Party shall have not be liable to the right, within ten (10) days after receipt Indemnitee hereunder for any legal expenses of such notice, to assume the control of the defense, compromise other counsel or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel other expenses subsequently incurred by Indemnitee in connection therewith; provided, however, that if with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such Claim, action or proceeding. The Indemnitee shall exercise its have the right to assume such control:participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If any action, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee or any Seller Indemnitee (the “Indemnitee”"INDEMNITEE") in respect of which such Indemnitee proposes to demand indemnification, such Indemnitee shall notify the party obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 (the “Indemnifying Party”"INDEMNIFYING PARTY") thereof within a reasonably prompt reasonable period of time after assertion thereof; provided, however, that the failure to so notify the Indemnifying Party shall only not affect the Indemnitee’s 's right to indemnification hereunder to the extent that unless the Indemnifying Party’s 's interests are actually and materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Indemnifying Party shall have the right, within ten (10) days after receipt of such notice, to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel in connection therewith; provided, however, that if the Indemnifying Party shall exercise its right to assume such control:

Notice and Opportunity to Defend. If any action, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee or any Seller Indemnitee (the “"Indemnitee”") in respect of which such Indemnitee proposes to demand indemnification, such Indemnitee shall notify the party obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 (the “"Indemnifying Party”") thereof within a reasonably prompt period of time after assertion thereof; provided, however, that the failure to so notify the Indemnifying Party shall only affect the Indemnitee’s 's right to indemnification hereunder to the extent that the Indemnifying Party’s 's interests are actually and materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Indemnifying Party shall have the right, within ten (10) days after receipt of such notice, to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel in connection therewith; provided, however, that if the Indemnifying Party shall exercise its right to assume such control: