Common use of Notice to Indemnitor Clause in Contracts

Notice to Indemnitor. Promptly after receipt by any indemnified party of notice of the commencement of any action which may involve an indemnifiable Loss, such indemnified party shall, if a claim is to be made against an indemnifying party with respect to such Loss pursuant hereto, notify such indemnifying party of the commencement thereof; but the failure to so notify such indemnifying party shall not relieve it from any liability that it may have to such indemnified party hereunder unless such indemnifying party shall have been actually and materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, and such indemnifying party, without acknowledging any validity of the underlying claim, acknowledges that it may be obligated to indemnify such indemnified party therefor, such indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, but may not settle such action without the consent of such indemnified party, which consent shall not be unreasonably withheld, unless such settlement involves no payment by such indemnified party, no equitable relief against such indemnified party and a complete release of all claims against such indemnified party. If an indemnifying party undertakes the defense of any matter for which indemnity is claimed under this Agreement, and if the relevant indemnified party wishes nevertheless to retain counsel to represent it in such matter, the fees of such counsel shall be the responsibility solely of the party retaining such counsel unless such indemnified party and such indemnifying party have conflicting or separate defenses in such action, in which case the attorneys' fees of such indemnified party will be borne by such indemnifying party.

Notice to Indemnitor. Promptly after receipt by any an indemnified party of notice of the commencement of any action which may involve an indemnifiable Losshereunder, such indemnified party shall, if a claim thereof is to be made against an the indemnifying party with respect to such Loss pursuant hereto, notify such the indemnifying party of the commencement thereof; but the failure omission so to so notify such the indemnifying party shall not relieve it from any liability that it may have to such any indemnified party hereunder unless such indemnifying party shall have been actually and materially prejudiced by such failureparty. In case any such action is brought against any indemnified party party, and it notifies an the indemnifying party of the commencement thereof, and such the indemnifying party, without acknowledging any validity of to the underlying claim, acknowledges that it may be obligated its liability to indemnify such the indemnified party therefor, such the indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party party, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, but may not settle such action without the consent of such indemnified party, which consent shall not be unreasonably withheld, unless such settlement involves no payment by such indemnified party, no equitable relief against such indemnified party and a complete release of all claims against such the indemnified party. If an the indemnifying party undertakes the defense of any matter for which indemnity is claimed under this Agreementclaimed, and if the relevant indemnified party wishes nevertheless to retain counsel to represent it in such matter, the fees of such counsel shall be the responsibility solely of the party retaining such counsel unless such the indemnified party and such indemnifying party have has conflicting or separate defenses in such action, in which case the its attorneys' fees of such indemnified party will be borne by such the indemnifying party.

Notice to Indemnitor. Promptly after receipt by any an indemnified party of notice of the commencement of any action which may involve an indemnifiable Lossaction, claim or proceeding, such indemnified party shallwill, if a claim thereof is to be made against an the indemnifying party with respect to such Loss pursuant hereto, notify such the indemnifying party in writing of the commencement thereof; , but the failure omission to so notify such the indemnifying party shall will not relieve it from any liability that which it may have to such any indemnified party hereunder unless such except to any extent to which the indemnifying party shall have been is actually and materially prejudiced by such failurethereby. In case any such action action, claim or proceeding is brought against any indemnified party party, and it notifies an the indemnifying party in writing of the commencement thereof, and such indemnifying party, without acknowledging any validity of the underlying claim, acknowledges that it may be obligated to indemnify such indemnified party therefor, such indemnifying party shall will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party party, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, but may not settle such action without however, that an indemnified party shall have the consent right to retain its own counsel with the fees and expenses of such counsel for such indemnified party to be paid by the indemnifying party, which consent shall not be unreasonably withheldif (i) the employment thereof has been specifically authorized by the indemnifying party in writing, unless (ii) the indemnifying party has failed after a reasonable period of time to assume such settlement involves no payment by defense and to employ counsel reasonably satisfactory to such indemnified party, no equitable relief against party or (iii) in the reasonable opinion of the indemnified party the representation by counsel of the indemnified party and the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and a complete release of all claims against any other party represented by such counsel in such proceeding. The indemnified party. If an party shall cooperate fully with the indemnifying party undertakes the in connection with any negotiation or defense of any matter for which indemnity is claimed under this Agreementsuch action, claim or proceeding by the indemnifying party and if shall furnish to the relevant indemnifying party all information reasonably available to the indemnified party wishes nevertheless which relates to retain counsel such action, claim or proceeding. The indemnifying party shall keep the indemnified party fully apprised at all times as to represent it in such matter, the fees status of such counsel the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the responsibility solely indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the party retaining such counsel unless indemnified party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party and such indemnifying party have conflicting or separate defenses of a release from all liability in respect to such action, in which case the attorneys' fees of such indemnified party will be borne by such indemnifying partyclaim or proceeding.