Notice; Opportunity. If any Losses are asserted against an Indemnified Party, such Indemnified Party shall notify the Indemnifying Party as promptly as practicable and give it an opportunity to defend the same. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such defense. In the event that the Indemnifying Party in connection with such claim fails to defend against the claim within thirty (30) days after Notice of such claim, the Indemnified Party shall be entitled to assume the defense thereof, and the Indemnifying Party shall be liable to repay the Indemnified Party entitled to indemnification for all its expenses reasonably incurred in connection with said defense (including reasonable attorneys’ fees and settlement payments) until the Indemnifying Party assumes such defense. The attorneys prosecuting such defense on behalf of a Party must be acceptable to the Indemnified Party, which acceptance shall not be unreasonably withheld.
Appears in 27 contracts
Samples: Master Cooperative Purchasing Agreement, Agreement, Master Cooperative Purchasing Agreement
Notice; Opportunity. If any Losses are asserted against an Indemnified Party, such Indemnified Party shall will notify the Indemnifying Party as promptly as practicable and give it an opportunity to defend the same. The Indemnified Party shall will reasonably cooperate with the Indemnifying Party in connection with such defense. In the event that the Indemnifying Party in connection with such claim fails to defend against the claim within thirty (30) days after Notice of such claim, the Indemnified Party shall will be entitled to assume the defense thereof, and the Indemnifying Party shall will be liable to repay the Indemnified Party entitled to indemnification for all its expenses reasonably incurred in connection with said defense (including reasonable attorneys’ fees and settlement payments) until the Indemnifying Party assumes such defense. The attorneys prosecuting selected by the Indemnifying Party to prosecute such defense on behalf of a an Indemnified Party must be acceptable to the Indemnified Party, which acceptance shall will not be unreasonably withheld.
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