Notices and Procedures. Subject to the limitations set forth herein, the indemnifying party, at its own expense, shall (a) defend, or at its option settle, any claim, suit, or proceeding against the indemnified party for which it has an indemnification obligation under this Agreement; and (b) pay any final judgment entered or settlement against the indemnified party in any such suit or proceeding defended by the indemnifying party; so long as the indemnified party gives the indemnifying party prompt written notice of such claim, suit, or proceeding and the right to control and direct the investigation, preparation, defense and settlement of such claim. An indemnified party shall reasonably cooperate with the indemnifying party, who shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on an indemnified party without the indemnified party’s written consent, not to be unreasonably withheld. An indemnified party has the right to participate in the defense of any claim with its own counsel and is responsible for all costs associated therewith.
Notices and Procedures. Promptly after receipt by any person to whom indemnity may be available under this Section 7 (the “indemnified party”) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any person from whom indemnity may be sought under this Section 7 (the “indemnifying party”), notify such indemnifying party in writing of the commencement thereof; provided that the failure to so notify such indemnifying party will not relieve such indemnifying party from any liability which it may have to such indemnified party under this Section 7 except to the extent that it has been materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve such indemnifying party from any liability that such indemnifying party may have to such indemnified party other than under this Section 7. In case any such action is brought against any indemnified party, and such indemnified party notifies the relevant indemnifying party of the commencement thereof, such indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action (including impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, un...
Notices and Procedures. Subject to the limitations set forth herein, the indemnifying party, at its own expense, shall (a) defend, or at its option settle, any claim, suit, or proceeding against the indemnified party for which it has an indemnification obligation under this Agreement; and (b) pay any final judgment entered or settlement against the indemnified party in any such suit or proceeding defended by the indemnifying party; so long as the indemnified party gives the indemnifying party prompt written notice of such claim, suit, or proceeding and the right to control and direct the investigation, preparation, defense and settlement of such claim. An indemnified party shall reasonably cooperate with the indemnifying party, who shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on an indemnified party without the indemnified party’s written consent, not to be unreasonably withheld. An indemnified party has the right to participate in the defense of any claim with its own counsel and is responsible for all costs associated therewith. 通知及び手続．本項に定める制限事項を条件に、補償当事者は、自己の費用をもって、(a) 補償当事者が「本契 約」に基づき補償義務を負う、被補償当事者に対するあらゆる請求、訴訟若しくは法的手続きを防御、又はその 選択で和解し；及び (b) 補償当事者が防御するいずれか当該訴訟若しくは法的手続きにおいて被補償当事者に対 し下された終局判決金又は和解金を支払うものとします。但し、被補償当事者が、補償当事者に対し、当該請求、訴訟又は法的手続きの書面による即時通知を行い、当該請求の調査、準備、防御及び和解の支配権並びに追行権 を与える場合に限ります。被補償当事者は、合理的な範囲で補償当事者に協力するものとし、当該請求、訴訟若 しくは法的手続きを和解又は防御するために、被補償当事者の書面による同意（合理的な理由なく留保されない ものとします）なく、被補償当事者に義務（金銭的な義務かどうかは問いません）を課すいかなる行為も行わな いものとします。被補償当事者は、その弁護士と共にあらゆる請求の防御に参加する権利を有し、その関連費用 すべてについて責任を負います。
Notices and Procedures. (a) Borrower must make each election provided for in paragraph 2 above by notice to the Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the --------------------------------- form of Exhibit A hereto. ---------
(b) The Administrative Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Continuation/Conversion believed by the Administrative Agent to be genuine and to assume that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for the Administrative Agent shall have actual notice to the contrary.
Notices and Procedures. 3.11.2.1 Contractor shall disclose any known Conflicts of Interest to Buyer in writing (the “Conflicts Notice”) prior to Contractor’s acceptance of this Purchase Order, and, thereafter, as required by Section 3.11.1.2.
3.11.2.2 Contractor’s disclosure of any known Conflicts of Interest is a condition precedent to the effectiveness of any Purchase Order.
3.11.2.3 Buyer may request at any time that Contractor provide its written certification that no known Conflicts of Interest exist that have not been disclosed to and waived by Xxxxx.
3.11.2.4 If disclosure is required by Subsection 3.11.1.2, Contractor shall not accept a contract or agree to perform services for or on behalf of such Person unless the Conflict of Interest has been waived in writing by Xxxxx.
3.11.2.5 Buyer shall notify Contractor whether, in its sole discretion, it will waive the Conflict of Interest on or before the later of ten (10) Days after receipt of the Conflict Notice, or five (5) Days after the date it receives additional information, if requested from Contractor, to determine (the “Decision Period”). The failure of Buyer to provide notice during this period shall constitute a denial of such waiver.
3.11.2.6 At any time during the first ten (10) Day Decision Period, Buyer may request from Contractor, and Contractor shall promptly supply to Buyer, such additional information as Buyer reasonably may determine necessary to make its decision. All discussions between the Parties and any information provided by Contractor to Buyer or by Buyer to Contractor under this provision shall be treated and protected as Confidential Information, unless excluded from such consideration by the terms of this Agreement.
