Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. Distributor shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on Distributor’s part without the prior written consent of Distributor, and no compromise or settlement is authorized unless Distributor is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend Distributor will be subject to the reasonable approval of Distributor. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, Distributor may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.

Notice and Procedure. Distributor Kensington shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on DistributorKensington’s part without the prior written consent of DistributorKensington, and no compromise or settlement is authorized unless Distributor Kensington is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend Distributor Kensington will be subject to the reasonable approval of DistributorKensington. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, Distributor Kensington may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.

Notice and Procedure. Distributor Superior shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on DistributorSuperior’s part without the prior written consent of DistributorSuperior, and no compromise or settlement is authorized unless Distributor Superior is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend Distributor Superior will be subject to the reasonable approval of DistributorSuperior. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, Distributor Superior may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.

Notice and Procedure. Distributor QBS shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’ ’s expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on DistributorQBS’s part without the prior pxxxx written consent of DistributorQBS, and no compromise or settlement is authorized unless Distributor QBS is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend Distributor QBS will be subject to the reasonable approval of DistributorQBS. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, Distributor QBS may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.