Notification and Participation. If any claim, suit, action or proceeding is commenced by any third party which might thereafter be made the basis for a claim under this Article 7, the Indemnified Party or Seller, as the case may be, shall promptly notify the other parties in writing, providing reasonable detail of such claim; provided, however, that any failure to give such notice will not be deemed a waiver of any rights of the Indemnified Party or Seller, as the case may be, except to the extent the rights of such party are actually prejudiced. Subject to rights of or duties to any insurer or other third Person having liability therefor, the indemnifying party shall have the right within twenty-one (21) days after receipt of such notice to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, including, at their own expense, employment of counsel; provided, however, that if the indemnifying party shall have exercised their right to assume such control, the Indemnified Parties or Seller, as the case may be, (i) may, in their sole discretion, employ counsel to represent them (in addition to counsel employed by the indemnifying party, and in the latter case, at the sole expense of the Indemnified Parties or Seller, as the case may be) in any such matter, and in such event counsel selected by the indemnifying party shall be required to reasonably cooperate with such counsel of the Indemnified Parties or Seller, as the case may be, in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnified Parties or Seller, as the case may be, and (ii) will, at their own expense, make reasonably available to the indemnifying party those employees of Purchaser or any affiliate of Purchaser whose assistance, testimony or presence is necessary to assist the indemnifying party in evaluating and in defending any such action, suit, proceeding, claim, liability, demand or assessment; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Purchaser and its affiliates. The indemnifying party shall not compromise or settle any such action, suit, proceeding, claim, liability or assessment hereunder without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed, if such compromise or settlement could adversely impact the Indemnified Parties or Seller, as t...
Notification and Participation. The CCMA will use its best efforts to provide the CFM and Host Local with a preliminary list of CFM musicians for all Venues at least 15 days in advance of the Country Music Week events, and will also meet with representatives of the Host Local at least 15 days in advance of Country Music Week events to share information, deal with any mutual concerns and confirm notification, completion and payment dates under this Agreement.
Notification and Participation. CARAS will use its best efforts to provide the CFM and Host Local with a preliminary list of CFM musicians for all Venues at least 15 days in advance of the JUNO Week events, and will also meet with representatives of the Host Local at least 15 days in advance of JUNO Week events to share information, deal with any mutual concerns and confirm notification, completion and payment dates under this Agreement.
Notification and Participation. Each party agrees to notify the others of any liabilities, claims, litigation or proceeding that reasonably appear to involve matters covered by the indemnities set forth in Sections 7.2 and 7.3 promptly upon its discovery or notification thereof, whether before or after the Closing Date.
Notification and Participation. Participating Districts which execute the Omnibus Agreement are expected to:
Notification and Participation. Promptly after becoming aware of any matter that may give rise to a Claim for indemnification under this Agreement, the General Partner shall provide to the members of the LPAC notice of such matter specifying (to the extent that information is available), the factual basis for the Claim and the amount of the Claim (or if an amount is not then determinable, an estimate of the amount of the Claim, if an estimate is feasible in the circumstances). The General Partner shall keep the LPAC informed of the status of Claims on a regular basis.
Notification and Participation. RSS, the Members, Premier and Xxxx.Xxxx shall each notify the others of any liabilities, claims, litigation or proceeding that reasonably appears to involve matters covered by the indemnities set forth in SECTION 10.1 AND 10.2 promptly upon its discovery or notification thereof, whether before or after the Closing, provided, however, that the failure to give such notification shall not terminate or otherwise affect the parties' respective obligations to indemnify each other hereunder, unless, and only to the extent that, such failure results in actual prejudice to the indemnifying party.
Notification and Participation. The indemnifying Party is solely responsible for defending any indemnified Claims, subject to the indemnified Party’s right to participate with counsel of the indemnified Party’s own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, (collectively, the “Losses”), to the indemnified Party, provided that indemnifying Party will not agree to any settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party’s prior written consent, not unreasonably withheld. The indemnified Party(ies) will give the indemnifying Party prompt notice of the relevant claim, and cooperate reasonably with the indemnifying party, at the indemnifying Party’s expense, in the defense of such claim.
