Common use of Notification and Participation Clause in Contracts

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 the case may be. In the event a party shall have a claim against the other hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, such party shall send a written notice with respect to such claim to the other party. So long as any right to indemnification exists pursuant to this Article 7, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the notice.

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 79 by one party (the "Indemnitee") against another (the "Indemnitor"), the Indemnified Party or Seller, as the case may be, Indemnitee shall promptly notify the other parties Indemnitor in writing, providing reasonable detail of such claim; provided, however, that any and shall tender the defense thereof to the Indemnitor (prior to the time after which failure to give make such notice will not be deemed a waiver of any rights tender would materially adversely affect the ability of the Indemnified Party or Seller, as the case Indemnitor to conduct such defense). The Indemnitor may be, except undertake such defense at its own expense by notice 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) Indemnitee not later than 10 business days after receipt of a notice that the defense is tendered to it. Failure by the Indemnitor so to notify the Indemnitee that it will undertake such notice defense shall be a waiver of its right to assume undertake such defense. If the control of the Indemnitor undertakes any defense, compromise or settlement of any the Indemnitee shall cooperate with the Indemnitor and its counsel in such actioninvestigation and defense, suit, proceeding, claim, liability, demand or assessment, including, and may thereafter participate therein at their its own expense, employment of counsel; providedbut the Indemnitor shall control such investigation and defense, howeverexcept that the Indemnitor shall not, that if without 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 prior consent of the Indemnified Parties or SellerIndemnitee, as the case may bevoluntarily pay (prior to final judgment) 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 claim or liability in any manner that includes the entry of any judicial or administrative injunction or finding of violation of any law or governmental regulation, or otherwise expressly requires the Indemnitee thereafter to take or refrain from taking any action. If the Indemnitor does not undertake the defense of such matter, suitthe Indemnitee shall permit the Indemnitor, proceedingat its own expense, claimto participate in the investigation and defense thereof, liability or assessment hereunder without but the consent of Purchaser, which consent Indemnitee shall control such investigation and defense. The Indemnitee shall not be unreasonably withheld voluntarily pay (prior to final judgment) or delayed, if such compromise or settlement could adversely impact the Indemnified Parties or Seller, as the case may be. In the event a party shall have a claim against the other hereunder which does not involve a settle any claim or demand being asserted against or sought liability which is to be collected from it by a third party, such party shall send a written notice with respect to such claim to the other party. So long as any right to indemnification exists indemnified pursuant to this Article 79, whether or not any suit, action or proceeding has been commenced thereon, where the validity of such claim or liability is disputed in good faith by the Indemnitor, until the Indemnitee has had a bona fide consultation with the Indemnitor and consideration of the views, information and position of the Indemnitor. If the Indemnitee pays or settles any such claim or liability prior to final judgment thereon without consent of the Indemnitor, the affected parties each agree right of the Indemnitee to retain all books, records, accounts, instruments and documents reasonably related to make any claim against the noticeIndemnitor under this Agreement on account of such claim or liability alleged by such third party shall be deemed neither conclusively established nor conclusively denied.

Notification and Participation. If any claim, suit, action or proceeding Action is commenced by any third party which that might thereafter be made the basis for a claim under this Article 7, the Purchaser Indemnified Party Parties or Sellerthe Seller Indemnified Parties, as the case may bebe (the “Indemnified Party”), shall promptly notify the other parties in writing, providing reasonable detail of such claimAction; 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 beParty, 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 assessmentAction, 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, Party (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 beParty) 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, Party 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, Party and (ii) will, at their own expense, make reasonably available to the indemnifying party (to the extent reasonably necessary) those employees of Purchaser or any affiliate of Purchaser the Xxxxx Division 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 assessmentAction; 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 Xxxxx Division and its affiliates. The Indemnified Party shall not compromise or settle any such Action hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party shall not compromise or settle any such action, suit, proceeding, claim, liability or assessment Action hereunder without the consent of Purchaserthe Indemnified Party, which consent shall not be unreasonably withheld or delayed, if such compromise or settlement could adversely impact the Indemnified Parties or SellerParty; provided, as however, if the case may beindemnifying party’s indemnity obligations shall obviate any such adverse impact then no such prior consent shall be required. In the event a party shall have a claim against the other hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, such party shall send a written notice with respect to such claim to the other party. So long as any right to indemnification exists pursuant to this Article 7, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the notice.