Common use of Notification and Defense of Claims Clause in Contracts

Notification and Defense of Claims. 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 Indemnitor under this Agreement, notify Indemnitor of the commencement thereof, but the failure to so notify Indemnitor will not relieve the Indemnitor from any liability that it may have to the Indemnitee. With respect to any such Proceeding: (a) Indemnitor shall be entitled to participate therein at its own expense; (b) Except with prior written consent of the Indemnitee, the Indemnitor shall not be entitled to assume the defense of any Proceeding; and (c) Indemnitor shall not settle any Proceeding in any manner that would impose any penalty or limitation on, or in any way be adverse to, 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 Indemnitor’s prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claims. 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 Indemnitor under this Agreement, notify Indemnitor of the commencement thereof, but the failure to so notify Indemnitor will not relieve the Indemnitor from any liability that it may have to the Indemnitee. With respect to any such Proceeding: (a) Indemnitor shall be entitled to participate therein at its own expense; (b) Except with prior written consent of the Indemnitee, the Indemnitor shall not be entitled to assume the defense of any Proceeding; and (c) Indemnitor shall not settle any Proceeding in any manner that would impose any penalty or limitation on, or in any way be adverse to, 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 Indemnitor’s 's prior written consent, nor will the Indemnitee unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claims. 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 Indemnitor under this Agreement, notify Indemnitor of the commencement thereof, but the failure to so notify Indemnitor will not relieve the Indemnitor from any liability that it may have to the Indemnitee. With respect to any such Proceeding: (a) Indemnitor shall be entitled to assume the defense of any Proceeding or participate therein at its own expense; (b) Except with prior written consent of the Indemnitee, the Indemnitor shall not be entitled to assume the defense of any Proceeding; and (cb) Indemnitor shall not settle any Proceeding in any manner that would impose any penalty or limitation on, or in any way be adverse to, 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 Indemnitor’s 's prior written consent, nor will the Indemnitee which shall not be unreasonably withhold consent to any proposed settlementwithheld.