Common use of Notice; Choice of Attorney Clause in Contracts

Notice; Choice of Attorney. A Party that intends to claim -------------------------- indemnification under this Section 9 (the "Indemnitee") will promptly notify the other Party (the "Indemnitor") of any Liability in respect of which the Indemnitee intends to claim indemnification. The Indemnitor, after it determines that indemnification is required of it, will assume the defense and settlement thereof with counsel of its choice, reasonably satisfactory to the other Party. But, an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by counsel. The Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to Indemnitor's ability to defend the action, will relieve the Indemnitor of any liability to the Indemnitee under this Section 9, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 9.

Notice; Choice of Attorney. A Party that intends to claim -------------------------- indemnification under this Section 9 11 (the "“Indemnitee"”) will promptly notify the other Party (the "“Indemnitor"”) of any Liability Liabilities in respect of which the Indemnitee intends to claim indemnification. The Indemnitor, after it determines that indemnification is required of it, will assume the defense and settlement thereof with counsel of its choice, reasonably satisfactory to the other Party. But, an An Indemnitee will have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, defense or if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by counsel. The Indemnitee's ’s failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to Indemnitor's ’s ability to defend the action, will relieve the Indemnitor of any liability to the Indemnitee under this Section 911, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 911.

Notice; Choice of Attorney. A Party that intends to claim -------------------------- indemnification under this Section 9 11 (the "“Indemnitee"”) will promptly notify the other Party (the "“Indemnitor"”) of any Liability in respect of which the Indemnitee intends to claim indemnification. The Indemnitor, after it determines that indemnification is required of it, will assume the defense and settlement thereof with counsel of its choice, reasonably satisfactory to the other Party. But, an An Indemnitee will have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, defense or if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by counsel. The Indemnitee's ’s failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to Indemnitor's ’s ability to defend the action, will relieve the Indemnitor of any liability to the Indemnitee under this Section 911, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 911.

Notice; Choice of Attorney. A Party that intends to claim -------------------------- indemnification under this Section 9 8 (the "Indemniteeindemnitee") will promptly notify the other Party (the "Indemnitor") of any Liability loss, claim, damage, liability, action, expenses (including attorney's fees), claims, demands, or judgments in respect of which the Indemnitee intends to claim such indemnification. The , and the Indemnitor, after it determines that indemnification is required of it, will assume the defense and settlement thereof with counsel of its choice, reasonably mutually satisfactory to the other Party. ButParties; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by counselsuch counsel in such proceedings. The Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to Indemnitor's its ability to defend the such action, will relieve the such Indemnitor of any liability to the Indemnitee under this Section 98, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 98.

Notice; Choice of Attorney. A Party that intends to claim -------------------------- indemnification under this Section 9 10 (the "“Indemnitee"”) will promptly notify the other Party (the "“Indemnitor"”) of any Liability Liabilities in respect of which the Indemnitee intends to claim indemnification. The Indemnitor, after it determines that indemnification is required of it, will assume the defense and settlement thereof with counsel of its choice, reasonably satisfactory to the other Party. But, an An Indemnitee will have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, defense or if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by counsel. The Indemnitee's ’s failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to Indemnitor's ’s ability to defend the action, will relieve the Indemnitor of any liability to the Indemnitee under this Section 910, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 910.

Notice; Choice of Attorney. A Party that intends to claim -------------------------- indemnification under this Section 9 11 (the "Indemnitee") will promptly notify the other Party (the "Indemnitor") of any Liability in respect of which the Indemnitee intends to claim indemnification. The Indemnitor, after it determines that indemnification is required of it, will assume the defense and settlement thereof with counsel of its choice, reasonably satisfactory to the other Party. But, an An Indemnitee will have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, defense or if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by counsel. The Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to Indemnitor's ability to defend the action, will relieve the Indemnitor of any liability to the Indemnitee under this Section 911, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 911.

Notice; Choice of Attorney. A Party person that intends to claim -------------------------- indemnification under this Section 9 10 (the "Indemnitee") will promptly notify the other Party (the "Indemnitor") of any Liability in respect of which the Indemnitee intends to claim indemnification. The Indemnitor, after it determines that indemnification is required of it, Indemnitor will assume the defense and settlement thereof with counsel of its choice, reasonably satisfactory to the other Party. But, an An Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense; or, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential material and substantial differing interests between such Indemnitee and any the other Party represented by counselParty. The Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time promptly after the commencement of any such action, if prejudicial to the Indemnitor's ability to defend the action, will relieve the Indemnitor of any liability to the Indemnitee under this Section 910, but the omission to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 910.

Notice; Choice of Attorney. A Party that If either party (the "Indemnified Party") intends to claim -------------------------- indemnification under this Section 9 (the "Indemnitee") 5, it will promptly notify the other Party party (the "IndemnitorIndemnifying Party") of any Liability in respect of which the Indemnitee it intends to claim indemnification. The IndemnitorIndemnifying Party, after it determines that indemnification is required of it, but within a reasonable time, will assume the defense and settlement thereof with counsel of its choice, such counsel being reasonably satisfactory to the other Indemnified Party. But, an Indemnitee Indemnified Party will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor Indemnifying Party if Indemnitor Indemnifying Party does not assume the defense; or, if representation of such Indemnitee ABG by the counsel retained by the Indemnitor Indemnifying Party would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee ABG and any other Party party represented by counsel. The IndemniteeABG's failure to deliver notice to the Indemnitor Indemnifying Party within a reasonable time after the commencement of any such action, if prejudicial to IndemnitorIndemnifying Party's ability to defend the action, will relieve the Indemnitor Indemnifying Party of any liability to the Indemnitee ABG under this Section 95, but the omission to deliver notice to the Indemnitor Indemnifying Party will not relieve it Indemnifying Party of any liability that it may have to any Indemnitee Indemnified Party otherwise than under this Section 95.