Common use of Notice of Claims; Procedure Clause in Contracts

Notice of Claims; Procedure. Buyer shall give reasonable notice to Seller of any claim or notice of the commencement of any action, administrative or legal proceeding or investigation as to which indemnification under this Article 13 may apply or promptly after Buyer has actual knowledge of any other Loss that would result in a claim for indemnification. Buyer shall reasonably cooperate with Seller in the defense of any such claim. Seller will use counsel reasonably satisfactory to Buyer to defend any such claim and shall control the defense of any such claim. Buyer may participate in the defense of any such claim at its own expense. Seller may not agree to any settlement or compromise of any claim without Buyer’s prior written consent (which consent may not be unreasonably withheld) that is not an unconditional release of Buyer from any and all liabilities upon the payment of money that will be paid by the Seller.

Notice of Claims; Procedure. Buyer shall give reasonable notice to Seller of any claim or notice of the commencement of any action, administrative or legal proceeding or investigation as to which indemnification under this Article 13 may apply or of promptly after Buyer has actual knowledge of any other Loss that would result in a claim for indemnification. Buyer shall reasonably cooperate with Seller in the defense of any such claim. Seller will use counsel reasonably satisfactory to Buyer to defend any such claim and shall control the defense of any such claim. Buyer may participate in the defense of any such claim at its own expense. Seller may not agree to any settlement or compromise of any claim without Buyer’s prior written consent (which consent may not be unreasonably withheld) that is not an unconditional release of Buyer from any and all liabilities upon the payment of money that will be paid by the Seller.

Notice of Claims; Procedure. Buyer shall give reasonable notice to Seller of any claim or notice of the commencement of any action, administrative or legal proceeding or investigation as to which indemnification under this Article 13 may apply or promptly after Buyer has actual knowledge of any other Loss that would result in a claim for indemnification. Buyer shall reasonably cooperate with Seller in the defense of any such claim. Seller will use counsel reasonably satisfactory to Buyer to defend any such claim and shall control the defense of any such claim. Buyer may participate in the defense of any such claim at its own expense. Seller may not agree to any settlement or compromise of any claim without Buyer’s prior written consent (which consent may not be unreasonably withheld) that is not an unconditional release of Buyer from any and all liabilities upon the payment of money that will be paid by the Seller.Seller.‌‌