Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the failure to so notify such Indemnitor will not relieve the Indemnitors from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors shall not be entitled to assume the defense of any Proceeding; and (iii) No Indemnitor shall settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the failure to so notify such Indemnitor will not relieve the Indemnitors from any liability which it may have to the IndemniteeIndemnitee (except to the extent that the Indemnitors are prejudiced by such failure). With respect to any such Proceeding: (i) Each Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors shall not be entitled to assume the defense of any Proceeding; and; (iii) No Indemnitor shall settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. consent (not to be unreasonably withheld or delayed); and (iv) The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' prior written consent, nor will the Indemnitee consent (not to be unreasonably withhold consent to any proposed settlementwithheld or delayed).

Notification and Defense of Claim. Promptly after receipt by --------------------------------- the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the failure to so notify such Indemnitor will not relieve the Indemnitors from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors shall not be entitled to assume the defense of any Proceeding; and (iii) No Indemnitor shall settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an the Indemnitor under this Agreement, notify such the Indemnitor of the commencement thereof, but the failure to so notify such the Indemnitor will not relieve the Indemnitors Indemnitor from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each The Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors Indemnitor shall not be entitled to assume the defense of any Proceeding; and (iii) No The Indemnitor shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' Indemnitor's prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an the Indemnitor under this Agreement, notify such the Indemnitor of the commencement thereof, but the failure to so notify such the Indemnitor will not relieve the Indemnitors Indemnitor from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each The Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with the prior written consent of the Indemnitee, the Indemnitors Indemnitor shall not be entitled to assume the defense of any Proceeding; and (iii) No The Indemnitor shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's ’s prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' Indemnitor’s prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after the Consultant's receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor INVESTCORP under this Agreement, the Consultant shall notify such Indemnitor INVESTCORP of the commencement thereofthereof in the manner provided in Section 7 of this Agreement. However, but the failure omission so to so notify such Indemnitor INVESTCORP will not relieve INVESTCORP from, or reduce the Indemnitors from extent of, any liability which it that INVESTCORP may have to the Indemnitee. With Consultant with respect to any such Proceeding:, unless a court of competent jurisdiction shall determine that the Consultant acted intentionally or was negligent in failing to give such notice and that the delay or failure to give such notice materially prejudiced INVESTCORP's rights under this Agreement. In connection with any such Proceeding - (ia) Each Indemnitor INVESTCORP and any affected INVESTCORP Group Company shall be entitled to participate therein at its own expense; (iib) Except with prior written consent of the IndemniteeConsultant, the Indemnitors neither INVESTCORP nor any such INVESTCORP Group Company shall not be entitled to assume the defense of any such Proceeding; and (iiic) No Indemnitor INVESTCORP shall not settle any such Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee Consultant without the IndemniteeConsultant's prior written consent. The Indemnitee , and the Consultant shall not settle any Proceeding with respect to which the Indemnitee Consultant has received indemnified amounts or Advanced Amounts intends to seek indemnification hereunder without the Indemnitors' prior INVESTCORP's written consent, . Neither INVESTCORP nor the Consultant will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an the Indemnitor under this Agreement, notify such the Indemnitor of the commencement thereof, but the failure to so notify such the Indemnitor will not relieve the Indemnitors Indemnitor from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each The Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors Indemnitor shall not be entitled to assume the defense of any Proceeding; and (iii) No The Indemnitor shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's ’s prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' Indemnitor’s prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the failure to so notify such Indemnitor will not relieve the Indemnitors from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors shall not be entitled to assume the defense of any Proceeding; and (iii) No Indemnitor shall settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's ’s prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' ’ prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by --------------------------------- the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the failure to so notify such Indemnitor will not relieve the Indemnitors from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors shall not be entitled to assume the defense of any Proceeding; and (iii) No Indemnitor shall settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts amount or Advanced Amounts without the Indemnitors' prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Agreement, notify such Indemnitor of the commencement thereof, but the failure to so notify such Indemnitor will not relieve the Indemnitors from any liability which it may have to the Indemnitee. With respect to any such Proceeding: (i) Each Indemnitor shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Indemnitee, the Indemnitors shall not be entitled to assume the defense of any Proceeding; and (iii) No Indemnitor shall settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has received indemnified amounts or Advanced Amounts without the Indemnitors' prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.