Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. Each party seeking indemnification hereunder shall provide prompt written notice to the other of the indemnified party's receipt of a claim for which indemnification is sought and shall permit the indemnifying party to defend against such claim, provided that the indemnifying party shall remain liable for all damages, claims, costs and expenses incurred by the indemnified party notwithstanding the indemnifying party's defense.