Common use of Notice; Cooperation; Control Clause in Contracts

Notice; Cooperation; Control. A party ("Indemnifying Party") shall not be obligated to indemnify, hold harmless and defend the other party ("Indemnified Party") hereunder unless (and only to the extent) the Indemnified Party (i) promptly notifies the indemnifying Party of any claim, suit, action or proceeding for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying Party's obligations under this Section 8 unless. and only to the extent that. the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): (ii) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense: and (iii) allows the Indemnifying Party to control the defense and any settlement of such claim, suit, action or proceeding, provided that (a) the Indemnified Party may, at its option and expense, participate and appear with the Indemnifying Party in such claim, suit, action or proceeding and (b) neither party may settle any such claim, suit, action or proceeding without the other party's prior written approval, which will not be unreasonably withheld or delayed.

Notice; Cooperation; Control. A party ("Indemnifying Party") shall not be obligated to indemnify, hold harmless and defend the other party ("Indemnified Party") hereunder unless (and only to the extent) the Indemnified Party (ia) promptly notifies the indemnifying Indemnifying Party of any such claim, suit, action or proceeding for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying PartyPart's obligations under this Section 8 5 unless. , and only to the extent that. , the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): ); (iib) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense: ; and (iiic) allows the Indemnifying Party to control the defense and any settlement of such claim, [CINAPSYS LOGO] suit, action or proceeding, provided that (ai) the Indemnified Party may, at its option and expense, participate and appear with the Indemnifying Party in such claim, suit, action or proceeding and (bii) neither party may settle any such claim, suit, action or proceeding without the other party's prior written approval, which will not be unreasonably withheld or delayed.

Notice; Cooperation; Control. A party ("Indemnifying Party") shall not be obligated to indemnify, hold harmless and defend the other party ("Indemnified Party") hereunder unless (and only to the extent) the Indemnified Party (ia) promptly notifies the indemnifying Indemnifying Party of any such claim, suit, action or proceeding for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying PartyPart's obligations under this Section 8 5 unless. , and only to the extent that. , the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): ); (iib) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense: ; and (iiic) allows the Indemnifying Party to control the defense and any settlement of such claim, suit, action or proceeding, provided that (ai) the Indemnified Party may, at its option and expense, participate and appear with the Indemnifying Party in such claim, suit, action or proceeding and (bii) neither party may settle any such claim, suit, action or proceeding without the other party's prior written approval, which will not be unreasonably withheld or delayed.

Notice; Cooperation; Control. A party ("Indemnifying Party") shall will not be obligated to indemnify, defend and hold harmless and defend the other party ("Indemnified Party") hereunder unless (and only to the extent) the Indemnified Party (ia) promptly notifies the indemnifying Indemnifying Party of any claim, suit, action or proceeding such Claims for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying Party's obligations under this Section 8 10 unless. , and only to the extent that. , the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): ); (iib) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense: ; and (iiic) allows the Indemnifying Party to control the defense and any settlement of such claim, suit, action or proceeding, Claims; provided that (ai) the Indemnified Party may, at its option and expense, participate and appear with the Indemnifying Party in such claimClaims, suit, action or proceeding and (b) neither party may settle any such claim, suit, action or proceeding without the other party's prior written approval, which will not be unreasonably withheld or delayed.and

Notice; Cooperation; Control. A party ("“Indemnifying Party"”) shall not be obligated to indemnify, hold harmless and defend the other party ("“Indemnified Party"’’) hereunder unless (and only to the extent) the Indemnified Party (ia) promptly notifies the indemnifying Indemnifying Party of any such claim, suit, action or proceeding for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying Party's ’s obligations under this Section 8 5 unless. , and only to the extent that. , the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): ); (iib) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's ’s expense: ; and (iiic) allows the Indemnifying Party to control the defense and any settlement of such claim, suit, action or proceeding, provided that that: (ai) the Indemnified Party may, at its option and expense, participate and appear with the Indemnifying Party in such claim, suit, action or proceeding and (bii) neither party may settle any such claim, suit, action or proceeding without the other party's ’s prior written approval, which will not to be unreasonably withheld or delayed.

Notice; Cooperation; Control. A party ("Indemnifying Partyparty") shall not be obligated to indemnify, hold harmless and defend the other party ("Indemnified Party") hereunder unless (and only to the extent) the Indemnified Party (ia) promptly notifies the indemnifying Indemnifying Party of any such claim, suit, action or proceeding for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying PartyPart's obligations under this Section 8 5 unless. , and only to the extent that. , the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): ); (iib) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense: ; and (iiic) allows the Indemnifying Party to control the defense and any settlement of such claim, suit, action or proceeding, provided that (ai) the Indemnified Party may, at its option and expense, participate and appear with the Indemnifying Party in such claim, suit, action or proceeding and (bii) neither party may settle any such claim, suit, action or proceeding without the other party's prior written approval, which will not be unreasonably withheld or delayed.

Notice; Cooperation; Control. A party ("“Indemnifying Party"”) shall not be obligated to indemnify, hold harmless and defend the other party ("“Indemnified Party"”) hereunder unless (and only to the extent) the Indemnified Party (ia) promptly notifies the indemnifying Indemnifying Party of any such claim, suit, action or proceeding for which indemnification is sought (provided that any failure to provide such notice shall not diminish the Indemnifying Party's ’s obligations under this Section 8 5 unless. , and only to the extent that. , the Indemnifying Party is materially prejudiced as a result of any such failure to provide such prompt notice): ); (iib) provides reasonable cooperation to the Indemnifying Party at the Indemnifying Party's ’s expense: ; and (iiic) allows the Indemnifying Party to control the defense and any settlement of such claim, suit, action or proceeding, provided that (ai) the Indemnified Party may, at its option and option, expense, participate and appear with the Indemnifying Party in such claim, suit, action or proceeding and (bii) neither party may settle any such claim, suit, action or proceeding without the other party's ’s prior written approval, which will not be unreasonably withheld or delayed.