Common use of Notice of Actions Clause in Contracts

Notice of Actions. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may otherwise have to any indemnified party otherwise than on account of its indemnity agreement contained in this paragraph. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Notice of Actions. Promptly Each party entitled to indemnification under ----------------- this Section 4.6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an indemnified party of such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the commencement Indemnifying Party to assume the defense (including the payment of all fees and expenses incurred in connection thereof) of any actionsuch claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such indemnified party shallclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld). Each Indemnified Party shall have the right to employ separate counsel in such defense but the fees and expenses of such counsel shall be at the expense of each such Indemnified Party unless the representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest or if a claim the Indemnifying Party fails to promptly assume the defense. No Indemnified Party shall be liable for any settlement effected without its written consent. Each Indemnifying Party agrees, jointly and severally, that it will not, without the Indemnified Party's prior written consent, consent to entry of any judgment or settle or compromise any pending or threatened claim, action or proceeding in respect thereof is of which indemnification or contribution may be sought hereunder unless the foregoing contains an unconditional release, in form and substance reasonably satisfactory to be made against the indemnifying partyIndemnified Party, notify the indemnifying party in writing of the commencement thereof; but the omission so Indemnified Party from all liability and obligation arising therefrom. The Indemnifying Party's liability to notify the indemnifying party any Indemnified Party hereunder shall not be extinguished solely because any other Indemnified Party is not entitled to indemnity hereunder. The Indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party, and will survive the Transfer of Registrable Securities. The failure of any Indemnified Party or Parties to give notice as provided herein shall relieve it from any liability which it may otherwise have to any indemnified party otherwise than on account the Indemnifying Party of its indemnity agreement contained in obligations under this paragraph. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, Section 4.6 only to the extent that it such failure to give notice shall wish, jointly with any other indemnifying party similarly notified, to assume materially adversely prejudice the Indemnifying Party in the defense thereofof any such claim or any such litigation. No Indemnifying Party, with counsel satisfactory to in the defense of any such indemnified party (who shall notclaim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the indemnified party, be counsel to giving by the indemnifying party). After notice from the indemnifying party claimant or plaintiff to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall not be liable a release from all liability in respect to such indemnified party for any legal claim or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationlitigation.

Notice of Actions. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may otherwise have to any indemnified party otherwise than on account of its indemnity agreement contained in this paragraphparty. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party party, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Notice of Actions. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; , but the omission so to notify the indemnifying party shall not relieve it from any liability which it may otherwise have to any indemnified party otherwise than on account of its indemnity agreement contained in this paragraphparty. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.