Common use of Notice of Defense of Claims Clause in Contracts

Notice of Defense of Claims. Promptly after receipt of notice of any claim for Damages for which an Indemnitee seeks indemnification under this Section, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages as long as the Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemnitee.

Notice of Defense of Claims. Promptly after receipt of notice of any claim for Damages Losses for which an Indemnitee seeks indemnification under this SectionSection 10.04, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages Losses and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages Losses at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages Losses as long as the Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite Indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages Losses with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement (a) releases the Indemnitee from all liability for or in connection with such action action, (b) provides for payment of any amounts relating to such settlement solely by the Indemnifying Party, at its own cost and for its own account, (c) does not materially and adversely impair the ability of the Indemnitee to carry on its business and (d) does not contain any admission of wrong doing on the part of the Indemnitee.

Notice of Defense of Claims. Promptly after receipt of notice of any claim for or Damages for which an Indemnitee seeks indemnification under this SectionArticle, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages as long as the Indemnifying Party party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite Indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemnitee.

Notice of Defense of Claims. Promptly after receipt of notice of any claim for or Damages for which an Indemnitee seeks indemnification under this Section, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages as long as the Indemnifying Party party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite Indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemnitee.

Notice of Defense of Claims. Promptly after receipt of notice of any claim for or Damages for which an Indemnitee seeks indemnification under this SectionArticle IX, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages as long as the Indemnifying Party party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite Indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemnitee.

Notice of Defense of Claims. Promptly after receipt of --------------------------- notice of any claim for or Damages for which an Indemnitee seeks indemnification under this SectionArticle, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages as long as the Indemnifying Party party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite Indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemnitee.

Notice of Defense of Claims. Promptly after receipt of notice of With respect to any claim for Damages Claim for which an Indemnitee seeks either Buyer on the one hand or Seller on the other hand shall seek indemnification from the other under this SectionSection 8.02 or Section 8.03, such Indemnitee the party requesting indemnification (the “Indemnitee”) shall promptly give the party that is obligated to provide indemnification (the “Indemnitor”) written notice thereof in accordance with this Agreement provided that the failure of the Indemnitee to the Indemnifying Party, but such notification give timely notice of a Claim shall not be a condition to indemnification hereunder bar such Claim except to the extent of actual prejudice (and only to the Indemnifying Partyextent) that the failure to give timely notice is materially prejudicial to the Indemnitor. Such notice shall describe the claim in reasonable detail and shall indicate the dollar amount (if and to the extent reasonably ascertainable) of the Claim that has been or may be sustained by the Indemnitee. The Indemnitor may elect to compromise or defend, at the Indemnitor’s own expense, the asserted liability, by so notifying the Indemnitee within thirty (30) days after Indemnitee’s notice shall state (or sooner, if the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee which consent shall not be unreasonably withheld), shall be by the Indemnifying Party asserted liability so requires and the Indemnitee shall make no payment has so requested in respect of such claim or Damages as long as the Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite shall at all times have the right to fully participate in such defense at its own expense directly or through counselnotice); provided, however, if that after the named parties Indemnitee’s notice, the Indemnitee may notify the Indemnitor in writing that it has rescinded its claim for indemnification and relieved the Indemnitor of its obligations under Section 8.02 or Section 8.03 with respect to the action or proceeding include both the Indemnifying Party a particular asserted liability, and the Indemnitee and representation of both parties shall thereafter have the sole right to compromise or defend such asserted liability. If the Indemnitor elects to compromise or defend such asserted liability, the defense shall be conducted by counsel chosen by the same counsel would Indemnitor and approved by the Indemnitee, which approval shall not be inappropriate under applicable standards of professional conductunreasonably withheld or delayed, the expenses of one separate counsel for proceedings shall be promptly settled or diligently prosecuted to a final conclusion by the Indemnitor, and the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shallcooperate, at the expense of the Indemnifying PartyIndemnitor, undertake in the compromise of, or defense of of, any such claim or Damages with counsel selected by asserted liability. If the Indemnitee, and shall have the right Indemnitor elects not to compromise or settle defend such asserted liability, or fails to notify the same exercising reasonable business judgment with Indemnitee of its election as herein provided, the Indemnitee may pay, compromise or defend such asserted liability, at the expense of the Indemnitor and without need of the consent of the Indemnifying PartyIndemnitor. In all other circumstances, which neither the Indemnitor nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. The If the Indemnitor chooses to defend or compromise any claim, the Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contraryIndemnitor any books, the Indemnifying Party shall have the right to settle all claims of third parties records or other documents within its control that are necessary or appropriate for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for defense or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemniteecompromise.

Notice of Defense of Claims. Promptly after receipt of notice of With respect to any claim for Damages Claim for which an Indemnitee seeks either Corning on the one hand or the Stockholders on the other hand shall seek indemnification from the other under this SectionSection 6.02, such Indemnitee Section 6.03 or Section 6.05, the party requesting indemnification (the "Indemnitee") shall promptly give the party which is obligated to provide indemnification (the "Indemnitor") written notice thereof to in accordance with this Agreement. Such notice shall describe the Indemnifying Party, but such notification claim in reasonable detail and shall not be a condition to indemnification hereunder except indicate the dollar amount (if and to the extent reasonably ascertainable) of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim that has been or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to may be sustained by the Indemnitee stating if any third party shall commence an action against any Indemnitee with respect to any matter that it intends may give rise to defend against such claim or Damages at its own cost and expense, then indemnifications hereunder. Unless (i) the defense of such matterasserted liability by the Indemnitor, including selection of counsel (subject to in the consent reasonable judgment of the Indemnitee, has any material adverse effect on the Indemnitee's business or (ii) where Corning is the Indemnitee, the claim is related to a continuing source of revenue to Corning or any of its affiliates , the Indemnitor may elect to compromise or defend, at the Indemnitor's own expense, the asserted liability, by so notifying the Indemnitee which consent shall not be unreasonably withheld)within thirty (30) days after Indemnitee's notice (or sooner, shall be by if the Indemnifying Party nature of the asserted liability so requires and the Indemnitee shall make no payment has so request in respect of such claim or Damages as long as the Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite shall at all times have the right to fully participate in such defense at its own expense directly or through counselnotice); provided, however, if that after the named parties Indemnitee's notice, the Indemnitee may notify the Indemnitor in writing that it has rescinded its claim for indemnification and relieved the Indemnitor of its obligations under Section 6.02, Section 6.03 or Section 6.05 with respect to the action or proceeding include both the Indemnifying Party a particular asserted liability, and the Indemnitee and representation of both parties shall thereafter have the sole right to compromise or defend such asserted liability. If the Indemnitor elects to compromise or defend such asserted liability, the defense shall be conducted by counsel chosen by the same counsel would Indemnitor and approved by the Indemnitee, which approval shall not be inappropriate under applicable standards of professional conductunreasonably withheld or delayed, the expenses of one separate counsel for proceedings shall be promptly settled or diligently prosecuted to a final conclusion by the Indemnitor, and the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shallcooperate, at the expense of the Indemnifying PartyIndemnitor, undertake in the compromise of, or defense of of, any such claim or Damages with counsel selected by asserted liability. If the Indemnitee, and shall have the right Indemnitor may not elect to compromise or settle defend a claim pursuant to the same exercising reasonable business judgment with provisions of (i) or (ii) above, or if the Indemnitor elects not to compromise or defend such asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may pay, compromise or defend such asserted liability, at the expense of the Indemnitor and without need of the consent of the Indemnifying PartyIndemnitor (but without prejudice to an Indemnitor's right to claim that any amount paid by an Indemnitee is not subject to the indemnification provisions of this Article VI). In all other circumstances, which neither the Indemnitor nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that in the event consent of the Stockholders is required pursuant to this provision, Xxxxx Xxxx shall have the authority to consent on their behalf; provided further, however, that consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. The If the Indemnitor chooses to defend or compromise any claim, the Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contraryIndemnitor any books, the Indemnifying Party shall have the right to settle all claims of third parties records or other documents within its control that are necessary or appropriate for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for defense or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemniteecompromise.

Notice of Defense of Claims. Promptly after receipt of --------------------------- notice of any claim for or Damages for which an Indemnitee seeks indemnification under this SectionArticle, such Indemnitee shall give written notice thereof to the Indemnifying Party, but such notification shall not be a condition to indemnification hereunder except to the extent of actual prejudice to the Indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is asserted. If within 30 days after receiving such notice the Indemnifying Party gives written notice to the Indemnitee stating that it intends to defend against such claim or Damages at its own cost and expense, then defense of such matter, including selection of counsel (subject to the consent of the Indemnitee Indemnitee, which consent shall not be unreasonably withheld), shall be by the Indemnifying Party and the Indemnitee shall make no payment in respect of such claim or Damages as long as the Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the Indemnite Indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding -------- ------- include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnitee shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Damages with counsel selected by the Indemnitee, and shall have the right to compromise or settle the same exercising reasonable business judgment with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnitee shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnitee so long as such settlement releases the Indemnitee from all liability for or in connection with such action and does not materially and adversely impair the ability of the Indemnitee to carry on its business and does not contain any admission of wrong doing on the part of the Indemnitee.