Notification and Control. Cisco will promptly notify Supplier, in writing, of any Claim for which Cisco seeks indemnification (provided that Cisco’s failure to provide such notice will relieve Supplier of its obligations only to the extent that such failure prejudices Supplier’s ability to defend the Claim). Supplier shall have sole control of the Claim, its defense and all negotiations for its settlement or compromise and shall exercise such control in good faith. Supplier shall use counsel reasonably acceptable to the Indemnified Parties. The Indemnified Parties may employ counsel at its own expense (provided that if counsel is employed due to a conflict of interest or because Supplier does not assume control, then Supplier will bear such expense). Supplier shall have no liability for any costs, losses or damages resulting from any settlement or compromise made by the Indemnified Parties without Supplier’s prior written consent. Supplier shall not settle any Claim in a manner that admits fault or establishes liability on the part of the Indemnified Parties without the Indemnifying Party’s prior written consent, which consent may be withheld for any reason. If the Claim is one of multiple claims in a lawsuit against an Indemnified Party or tendered to an Indemnified Party, some of which claims may not be subject to the indemnity obligation under this Section 18, then Supplier and the Indemnified Parties shall cooperate in good faith in determining the appropriate roles and responsibilities in the defense, settlement, adjustment or compromise of the claims; provided that Supplier shall not be relieved of its obligations hereunder with respect to any Losses (but not attorneys’ fees related to those claims not subject to the indemnity obligations under this Section 18) and shall remain liable for its proportionate share of the Losses (less those attorneys’ fees related to those claims not subject to the indemnity obligations under this Section 18) relating to the Claim(s).
Notification and Control. If any claim for indemnification arises under Section 10.1, the Indemnified Party shall notify the Indemnifying Party (the "Indemnity Notification"); provided that the failure to so notify the Indemnifying Party will not release the Indemnifying Party from its obligation to indemnify the Indemnified Party unless the Indemnifying Party is materially prejudiced by the failure to receive such notice. The Indemnifying Party shall assume the defense of any such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses of such counsel, and shall consult with and keep the Indemnified Party reasonably informed with respect to the defense, compromise, settlement, resolution or other disposition of any such claim. The Indemnified Party shall have the right to employ separate counsel in the defense of any such claim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the Indemnified Party or (iii) representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other Party represented by such counsel to such proceeding (in which case the Indemnifying Party shall not have the right to assume the defense of such action
Notification and Control. Cisco will promptly notify Supplier, in writing, of any Claim for which Cisco believes that it is entitled to indemnification (provided that Cisco’s failure to provide such notice will relieve Supplier of its indemnification obligations only if and to the extent that such failure prejudices Supplier’s ability to defend the Claim). Cisco will permit Supplier to control, in a manner not adverse to Cisco, the defense and settlement of any such Claim using counsel reasonably acceptable to Cisco. Cisco may employ counsel, at its own expense, with respect to any such Claim (provided that if counsel is employed due to a conflict of interest or because Supplier does not assume control, Supplier will bear such expense). Supplier will not enter into any settlement that affects Cisco’s rights or interests without Cisco’s prior written approval.
Notification and Control. Wintec will promptly notify Manufacturer, in writing, of any Claim for which Wintec believes that it is entitled to indemnification (provided that Wintec’s failure to provide such notice will relieve Manufacturer of its indemnification obligations only if and to the extent that such failure prejudices Manufacturer’s ability to defend the Claim). Wintec will permit Manufacturer to control, in a manner not adverse to Wintec, the defense and settlement of any such Claim using counsel reasonably acceptable to Wintec. Wintec may employ counsel, at its own expense, with respect to any such Claim (provided that if counsel is employed due to a conflict of interest or because Manufacturer does not assume control, Manufacturer will bear such expense). Manufacturer will not enter into any settlement that affects Wintec’s rights or interests without Wintec’s prior written approval.
Notification and Control. Purchaser will promptly notify RMI, in writing, of any Claim for which Purchaser believes that it is entitled to indemnification (provided that Purchaser’s failure to provide such notice will relieve RMI of its indemnification obligations only if and to the extent that such failure prejudices RMI’s ability to defend the Claim). Purchaser agrees to provide RMI with: (a) sole control of the defense of the lawsuit provided RMI acts responsibly in defending the Claim, (b) sole control of the negotiation and settlement of the Claim so long as such settlement requires no payment by Purchaser to any party, no restriction on Purchaser’s use of the Products, and no admissions against Purchaser’s interest, and (c) reasonable information and assistance (at RMI’s expense) in the defense or settlement of the Claim. RMI agrees to (i) use counsel reasonably acceptable to Purchaser, (ii) keep Purchaser informed of all material developments in the lawsuit and Claim, and (iii) subject to RMI’s rights set forth in the preceding sentence, allow Purchaser to participate, at Purchaser’s own expense, in the defense of the Claim. Purchaser may employ counsel reasonably acceptable to RMI, at Purchaser’s own expense, with respect to any such Claim (provided that if counsel is employed due to a conflict of interest or because RMI does not assume control, RMI will bear such expense). RMI shall have no liability for any costs, losses or damages resulting from any settlement or compromise incurred or made by Purchaser without RMI’s prior written consent.
