Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. Each party shall promptly notify the other party of any claim, demand, suit or threat of suit of which that party becomes aware (except with respect to a threat of suit either party might institute against the other) which may give rise to a right of indemnification pursuant to this Distribution Agreement, but the failure of a party to so notify the other party shall not relieve a party of its indemnification obligations hereunder unless the indemnifying party is materially prejudiced as a result of the failure to receive such notice. The indemnifying party shall be in control of the settlement (so long as any such settlement does not involve an admission of any wrongdoing on the part of the indemnified party, or restrict the indemnified party's future actions and includes a full release of the indemnified party), and defense of any claim which gives rise to indemnification (at no cost to the indemnified party). The indemnifying party and the indemnified party shall cooperate in the settlement or defense of any such claim, demand, suit or proceeding. The indemnified party, at its own cost, may participate in such settlement or defense; provided, that such indemnified party shall not control such settlement or defense. The indemnified party shall not settle such claim, demand, suit or proceeding without the consent of the indemnifying party.

Notice and Procedure. Each party shall promptly notify the other party of any claim, demand, suit or threat of suit of which that party becomes aware (except with respect to a threat of suit either party might institute against the other) which may give rise to a right of indemnification pursuant to this Distribution Services Agreement, but the failure of a party to so notify the other party shall not relieve a party of its indemnification obligations hereunder unless the indemnifying party is materially prejudiced as a result of the failure to receive such notice. The indemnifying party shall be in control of the settlement (so long as any such settlement does not involve an admission of any wrongdoing on the part of the indemnified party, or restrict the indemnified party's future actions and includes a full release of the indemnified party), and defense of any claim which gives rise to indemnification (at no cost to the indemnified party). The indemnifying party and the indemnified party shall cooperate in the settlement or defense of any such claim, demand, suit or proceeding. The indemnified party, at its own cost, may participate in such settlement or defense; provided, provided that such indemnified party shall not control such settlement or defense. The indemnified party shall not settle such claim, demand, suit or proceeding without the consent of the indemnifying party.