Notification and Defense Clause Samples
The Notification and Defense clause establishes the procedures and responsibilities for informing a party about claims or legal actions and managing the defense against such claims. Typically, this clause requires a party that receives notice of a claim to promptly notify the other party, and may grant the notified party the right to assume control of the defense, including selecting legal counsel and making strategic decisions. Its core function is to ensure timely communication and coordinated defense efforts, thereby protecting both parties’ interests and preventing prejudice due to delayed or inadequate responses to legal threats.
Notification and Defense. Promptly after any Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which a claim for indemnity may be made against the Administrator or the Servicer (such party, as the case may be, being referred to herein as the “Indemnifying Party”) under this Section 10.3, the Indemnified Party shall notify the Indemnifying Party in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, but failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have hereunder or otherwise, except to the extent that the Indemnifying Party is prejudiced by such failure so to notify the Indemnifying Party. The Indemnifying Party will be entitled, at its own expense, to participate in the defense of any such claim or action and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party that the Indemnifying Party wishes to assume the defense of any such action, the Indemnifying Party will not be liable to such Indemnified Party under this Section 10.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense of any such action unless (i) the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, or one or more Indemnified Parties, and which in the reasonable judgment of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Indemnifying Party and such Indemnified Party, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party; then, in any such event, such Indemnified Party shall have the right to employ its own counsel in such action, and the...
Notification and Defense. The Party seeking indemnification under this Agreement (the “Indemnified Party”) shall give the Party responsible for indemnification (the “Indemnifying Party”) written notice of each claim, if any, promptly after the Indemnified Party’s first knowledge thereof. The Indemnifying Party may direct the defense of its interests; provided, however, the Indemnified Party is entitled to retain counsel to provide for its own defense unless or until provided reasonable notice by the Indemnifying Party of its intent to direct the defense.
Notification and Defense. In the event a Party seeks indemnification under this Section 9, it shall inform the indemnifying Party of a Claim as soon as reasonably practicable after it becomes aware of any Third Party Claim, shall permit the indemnifying Party to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration), and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the Claim. Except with the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, the indemnifying Party may not enter into any settlement of such litigation unless such settlement includes an unqualified release of the indemnified Party.
Notification and Defense. (a) Buyer shall promptly notify Seller in writing upon receipt by Buyer or any Affiliate of Buyer of notice of any pending or threatened Action (including determinations as to the timing of payment of Taxes not yet required to be paid) relating to any Tax of the Assets, or to Tax Returns reflecting the Assets, for periods ending on or prior to the Closing Date. Seller shall have the sole right to represent the taxpayer’s interest in any such Action, and to employ counsel of their choice at their expense, upon reaffirming their obligation to jointly and severally indemnify the Buyer Indemnified Parties in respect thereof. Seller shall reasonably keep Buyer advised and shall reasonably consult with Buyer with respect to such controversy and prior to entering into any consensual resolution of such controversy that may affect Buyer. Buyer agrees that they will, and will cause their Affiliates to, cooperate fully with Seller and Seller’ counsel, at Seller’ sole cost and expense, in the defense against or compromise of any claim in any such Action.
(b) Buyer shall have full responsibility and discretion in handling of any Tax controversy involving their business or the Assets for periods ending after the Closing Date. Buyer shall promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened Action relating to any Tax of or relating to the Assets, or to Tax Returns relating to the Assets, for periods after the Effective Date. Buyer shall have the sole right to represent the taxpayer’s interest in any such Action (including determinations as to the timing of payment of Taxes not yet required to be paid) and to employ counsel of its choice at its expense, upon reaffirming its obligation to indemnify the Seller Indemnified Parties in respect thereof. Buyer shall reasonably keep Seller advised and shall reasonably consult with Seller with respect to such controversy and prior to entering into any consensual resolution of such controversy that may affect the Seller. Seller agree that they will, and will cause their Affiliates to, cooperate fully with Buyer and its counsel, at Buyer’s sole cost and expense, in the defense against or compromise of any claim in any such Action.
(c) Buyer and Seller shall not enter into any compromise or agree to settle any claim pursuant to any Action that would adversely affect the other party for such year or a subsequent year without the written consent of the other party.
Notification and Defense. Buyer shall promptly notify Seller in writing upon receipt by Buyer or any affiliate of Buyer of notice of any pending or threatened action relating to any Tax of Seller for periods ending prior to or including the Closing Date. Seller shall have the sole right to represent the taxpayer's interest in any such action with respect to periods or portions thereof ending on or prior to the Closing, and to employ counsel of its choice at its expense. Buyer agrees that it will cooperate fully with Seller and its counsel at Seller's cost and expense in the defense against or compromise of any claim in any such action.
Notification and Defense. In case any action, suit or proceeding shall be commenced or any claim shall be made against either party (or a valid assignee) for which such party shall be entitled to indemnity from any other party pursuant to any provision of this Agreement, the party entitled to defense and/or indemnity must notify the indemnifying party of the commencement or making thereof within thirty (30) days thereafter. The indemnifying party shall be entitled to select counsel and control the defense. The party entitled to defense and/or indemnity shall be entitled, to the extent that it wishes, to participate in the defense thereof at its sole expense.
Notification and Defense. Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure; and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section
Notification and Defense