Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. Any Person entitled to indemnification hereunder shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) unless in such indemnified party's reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. Whether or not such defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Article 6, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (but such which consent will shall not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Section 10, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (but such which consent will shall not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Section 11, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Section 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (but such which consent will shall not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled to In conjunction with Seller’s and Buyer’s respective indemnification hereunder shall (a) give prompt written notice to the indemnifying party of obligations under this Agreement, if any claim with respect is made, or suit is brought, against an indemnitee, the indemnitee, within such period of time as shall not prejudice the ability of the indemnitor to which it seeks indemnification defend such claim or suit shall notify in writing the indemnitor of such claim or suit and (b) unless in such indemnified party's reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party the indemnitor shall have the option to assume the defense of such suit or claim at its sole expense with counsel reasonably satisfactory to the indemnified party. Whether or not indemnitee (such defense is assumed by the indemnifying party, the indemnifying party will not to be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoingconducted, if the indemnitee so elects, in association with such other counsel as the reasonable judgment of any indemnified partyindemnitee may select, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional other counsel or counselsto be paid for by the indemnitee). The indemnified party indemnitor shall have the obligation to conduct said defense diligently and shall provide the indemnitee with copies of all documents, correspondence, opinions and pleadings relating thereto. The indemnitee shall not make settlement or give any consent or waiver affecting the indemnitor without its prior written consent, unless the indemnitor theretofore failed to accept such defense within ten (10) days after being so notified of such claim or suit or the indemnitor shall have theretofore failed to maintain such defense after such acceptance, or unless the matter in question shall have theretofore been finally determined adversely to the indemnitor, as the case may be, by a court or governmental instrumentality having jurisdiction thereof, Seller and Buyer will cooperate in a reasonable manner with the other Party in providing information and making records available that may be needed in contesting any defense assumed by the indemnifying party and may participate in the defense of any such claim.

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commence against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Section 4.4, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Section 4.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (but such which consent will shall not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Article 6, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the written consent of such indemnifying party (but such which consent will shall not be unreasonably withheld). The failure indemnifying party will not settle or compromise any claim or action without the written consent of an the indemnified party to give notice pursuant to clause (a) above which consent shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claimunreasonably withheld).

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, including, but not limited to, notice of a tax audit, assessment or other tax related inquiry, investigation or claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Section 10, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (but such which consent will shall not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled to indemnification hereunder shall will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) unless in such indemnified party's reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. Whether or not such defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if unless, in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.

Notice of Indemnification. Any Person entitled Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to indemnification hereunder be made by it against any indemnifying party under this Article 14, shall (a) give prompt written notice to promptly notify in writing the indemnifying party of such commencement. In case any claim with respect to which it seeks indemnification and (b) unless in such action is brought against any indemnified party's reasonable judgment a conflict of interest may exist between such indemnified , and indemnifying parties with respect to such claim, permit such it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of such claim the action, with counsel reasonably satisfactory to the such indemnified party. Whether or not such defense is assumed by , and after notice from the indemnifying partyparty to such indemnified party of its election to assume the defense, the indemnifying party will not be subject liable to such indemnified party under this Article 14 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any liability for such indemnified party on account of any settlement made of any claim or action effected without its the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (but such which consent will shall not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause (a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent such indemnifying party shall have been prejudiced thereby. An indemnifying party who does not assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Notwithstanding the foregoing, if in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The indemnified party shall cooperate in any defense assumed by the indemnifying party and may participate in the defense of any claim.