Common use of Notification and Control Clause in Contracts

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. 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 indemnification obligations only to the extent that if such failure prejudices Supplier’s ability to defend the Claim). Cisco will cooperate with Supplier shall and provide any assistance as may be reasonably necessary in the defense, settlement, adjustment or compromise of a Claim. Supplier will have sole control of the Claim, its defense and all negotiations for its settlement or compromise and Supplier shall exercise such control in good faith. Supplier shall have no liability for any settlement or compromise made by Cisco or any Indemnified Party without Supplier’s prior written consent. Supplier shall use counsel reasonably acceptable to the Indemnified PartiesCisco. The Indemnified Parties Cisco 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 Cisco will have no liability for any costs, losses or damages resulting from any settlement or compromise made by the Indemnified Parties Supplier without SupplierCisco’s prior written consent. Supplier shall not settle any Claim Notwithstanding anything else in a manner that admits fault or establishes liability on the part of the Indemnified Parties without the Indemnifying Party’s prior written consentthis Section 12.3, which consent may be withheld for any reason. If if the Claim is one of multiple claims in a lawsuit against an the Indemnified Party Parties or tendered to an the Indemnified PartyParties for defense and/or indemnification, some of which claims may not be subject to the indemnity obligation under this Section 1812 (the “Other Claims”), then Supplier and the Indemnified Parties Cisco shall cooperate in good faith in determining the appropriate roles and responsibilities in solely control the defense, settlement, adjustment or compromise of the claims; provided that Other Claims, in which event: (a) Supplier will cooperate with Cisco and provide any assistance as may be reasonably necessary in the defense, settlement, adjustment or compromise, and (b) Supplier shall not be relieved of its obligations hereunder under this Section 12 with respect to any Losses (but not attorneys’ fees related to those claims not subject to the indemnity obligations under this Section 18) indemnified Claims and shall remain liable responsible 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) losses, damages, liabilities, settlements, costs and expenses relating to the Claim(s)Claims.

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).. 18.4

Notification and Control. Cisco will promptly notify Supplier, in writing, of any Claim for which Cisco Cxxxx seeks indemnification (provided that Cisco’s failure to provide such notice will relieve Supplier of its indemnification 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 Supplier shall exercise such control in good faith. Supplier shall use counsel reasonably acceptable to the Indemnified PartiesCisco. The Indemnified Parties Cisco 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 Cisco shall have no liability for any costs, losses or damages resulting from any settlement or compromise made by the Indemnified Parties Supplier without SupplierCisco’s prior written consent. Supplier shall not settle any Claim Notwithstanding anything else in a manner that admits fault or establishes liability on the part of the Indemnified Parties without the Indemnifying Party’s prior written consentthis Section 19.3, which consent may be withheld for any reason. If if the Claim is one of multiple claims in a lawsuit against an the Indemnified Party Parties or tendered to an the Indemnified PartyParties for defense and/or indemnification, some of which claims may not be subject to the indemnity obligation under this Section 1819, then Supplier and the Indemnified Parties shall cooperate in good faith in determining the appropriate roles and responsibilities in Cisco may, at its sole discretion, elect to solely control the defense, settlement, adjustment or compromise of the claims; provided that Claim, in which event: (a) Supplier agrees to cooperate with Cisco and provide any assistance as may be reasonably necessary in the defense, settlement, adjustment or compromise, and (b) 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) 19 and shall remain liable responsible 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) losses, damages, liabilities, settlements, costs and expenses relating to the Claim(s); provided, however, that Supplier shall not be proportionately responsible for any settlement or compromise made by Cisco in such multiple claim lawsuit or otherwise be responsible for any liability therein, in either event resulting from any settlement or compromise made by Cisco without Supplier’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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 indemnification 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 Supplier shall exercise such control in good faith. Supplier shall use counsel reasonably acceptable to the Indemnified PartiesCisco. The Indemnified Parties Cisco 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 Cisco shall have no liability for any costs, losses or damages resulting from any settlement or compromise made by the Indemnified Parties Supplier without SupplierCisco’s prior written consent. Supplier shall not settle any Claim Notwithstanding anything else in a manner that admits fault or establishes liability on the part of the Indemnified Parties without the Indemnifying Party’s prior written consentthis Section 19.3, which consent may be withheld for any reason. If if the Claim is one of multiple claims in a lawsuit against an the Indemnified Party Parties or tendered to an the Indemnified PartyParties for defense and/or indemnification, some of which claims may not be subject to the indemnity obligation under this Section 1819, then Supplier and the Indemnified Parties shall cooperate in good faith in determining the appropriate roles and responsibilities in Cisco may, at its sole discretion, elect to solely control the defense, settlement, adjustment or compromise of the claims; provided that Claim, in which event: (a) Supplier agrees to cooperate with Cisco and provide any assistance as may be reasonably necessary in the defense, settlement, adjustment or compromise, and (b) 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) 19 and shall remain liable responsible 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) losses, damages, liabilities, settlements, costs and expenses relating to the Claim(s); provided, however, that Supplier shall not be proportionately responsible for any settlement or compromise made by Cisco in such multiple claim lawsuit or otherwise be responsible for any liability therein, in either event resulting from any settlement or compromise made by Cisco without Supplier’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.