Common use of Notice; Defense Clause in Contracts

Notice; Defense. Promptly after receipt by a party of notice of the commencement of any action, suit, proceeding or investigation in respect of which a claim for indemnification may be made hereunder by it or its affiliates, officers, directors, shareholders, employees or agents, such party will give written notice thereof to the other party, but the failure to so notify the other party will not relieve the other party from any liability or obligation that the other party may have to any indemnified person (i) otherwise than under this Agreement or (ii) under this Agreement, except to the extent of any material prejudice to the other party resulting from such failure. If any such action, suit, proceeding or investigation is brought against an indemnified person, the indemnifying party will be entitled to participate therein and, if it wishes to assume the defense thereof with counsel satisfactory to the indemnified person (who shall not, except with the consent of the indemnified person, be counsel to the indemnified person) and gives written notice to the indemnified person of its election so to assume the defense thereof within fifteen (15) days after notice shall have been given to it by the indemnified person pursuant to the preceding sentence, will be entitled to assume the defense thereof. Each indemnified person will be obligated to cooperate reasonably with the indemnifying party, at the expense of the indemnifying party, in connection with such defense and the compromise or settlement of any such action, suit, proceeding or investigation.

Notice; Defense. Promptly after receipt by a an indemnified party under this Section 1.9 of notice of the commencement of any action (including any governmental action), suitsuch indemnified party will, proceeding or investigation in respect of which if a claim for indemnification may or contribution in respect thereof is to be made hereunder by it or its affiliatessuch indemnified party against any indemnifying party under this Section 1.9, officers, directors, shareholders, employees or agents, such deliver to the indemnifying party will give a written notice thereof of the commencement of such action and, the indemnifying party shall have the right and obligation to control the defense of such action; provided, however, that: (i) the indemnified party or parties shall have the right to participate at its/their own expense in and, to the extent agreed in writing with the indemnifying party and any other indemnifying party similarly noticed, to assume, the defense of such action with counsel mutually satisfactory to the parties; and (ii) an indemnified party shall have the right to retain its own counsel, with the fees and expenses of such counsel to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure of an indemnified party to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action for which indemnification is sought, if materially prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9, but the failure omission so to so notify deliver written notice to the other indemnifying party will not relieve the other indemnifying party from of any liability or obligation that the other party it may have to any indemnified person (i) party otherwise than under this Agreement or (ii) under this Agreement, except to the extent of any material prejudice to the other party resulting from such failure. If any such action, suit, proceeding or investigation is brought against an indemnified person, the indemnifying party will be entitled to participate therein and, if it wishes to assume the defense thereof with counsel satisfactory to the indemnified person (who shall not, except with the consent of the indemnified person, be counsel to the indemnified person) and gives written notice to the indemnified person of its election so to assume the defense thereof within fifteen (15) days after notice shall have been given to it by the indemnified person pursuant to the preceding sentence, will be entitled to assume the defense thereof. Each indemnified person will be obligated to cooperate reasonably with the indemnifying party, at the expense of the indemnifying party, in connection with such defense and the compromise or settlement of any such action, suit, proceeding or investigationSection 1.9.

Notice; Defense. Promptly after receipt by a party of notice of the commencement of any action, suit, proceeding or investigation in respect of which a claim for indemnification may be made hereunder by it or its affiliates, officers, directors, shareholders, employees or agents, such party will give prompt written notice thereof to the other party, ; but the failure to so notify the other party will not relieve the other party from any liability or obligation that which the other party may have to any indemnified person (i) otherwise than under this Agreement or (ii) under this Agreement, Agreement except to the extent of any material prejudice to the other party resulting from such failure. If any such action, suit, proceeding or investigation is brought against an indemnified person, the indemnifying party will be entitled to participate therein and, if it wishes to assume the defense thereof with counsel satisfactory to the indemnified person (who shall not, except with the consent of the indemnified person, be counsel to the indemnified person) and gives written notice to the indemnified person of its election so to assume the defense thereof within fifteen (15) days [***] after notice shall have been given to it by the indemnified person pursuant to the preceding sentence, will be entitled to assume the defense thereof. Each indemnified person will be obligated to cooperate reasonably with the indemnifying party, at the expense of the indemnifying party, in connection with such defense and the compromise or settlement of any such action, suit, proceeding or investigation. Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this Exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.