Common use of Notification, Participation; Indemnitor Consent Clause in Contracts

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 6 contracts

Samples: Sub Transfer Agency Services Agreement (Diamond Hill Funds), Transfer Agency Services Agreement (Mirae Asset Discovery Funds), Services Agreement (Diamond Hill Funds)

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Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section clauses 7(A) or (Band 7(B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 3 contracts

Samples: Services Agreement (Horizons ETF Trust), Services Agreement (Huntington Strategy Shares), Services Agreement (Exchange Traded Concepts Trust II)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section section 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 3 contracts

Samples: Compliance Services Agreement (Growth Capital TEI Portfolio, LLC), Compliance Services Agreement (Growth Capital Master Portfolio, LLC), Services Agreement (Growth Capital Master Portfolio, LLC)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the "Indemnifying Party") may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section section 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 2 contracts

Samples: Compliance Services Agreement (Growth Capital Portfolio, LLC), Services Agreement (Growth Capital Portfolio, LLC)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A4(A) or (B4(B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 2 contracts

Samples: Principal Financial Officer Agreement (Mirae Asset Discovery Funds), Principal Financial Officer Agreement (Mirae Asset Discovery Funds)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) or (B7(B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 2 contracts

Samples: Services Agreement (Hc Capital Trust), Transfer Agency Services Agreement (Hc Capital Trust)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) party may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party Indemnitor of such assertion, and will keep the Indemnifying Party Indemnitor advised with respect to all developments concerning such claim. The Indemnifying Party Indemnitor will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party Indemnitor may be required to indemnify it except with the Indemnifying PartyIndemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section clauses 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party Indemnitor will have no obligation to indemnify the Indemnitee.

Appears in 1 contract

Samples: Services Agreement (Strategy Shares)

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Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying the“Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section section 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.

Appears in 1 contract

Samples: Services Agreement (Growth Capital TEI Portfolio, LLC)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) party may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party Indemnitor of such assertion, and will keep the Indemnifying Party Indemnitor advised with respect to all developments concerning such claim. The Indemnifying Party Indemnitor will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party Indemnitor may be required to indemnify it except with the Indemnifying PartyIndemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party Indemnitor will have no obligation to indemnify the Indemnitee.

Appears in 1 contract

Samples: Services Agreement (Boston Trust & Walden Funds)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnifying Party of such assertion, and will keep the Indemnifying Party advised with respect to all developments concerning such claim. The Indemnifying Party will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) or (B) hereof, in the event the Indemnitee has not secured such consent the Indemnifying Party will have no obligation to indemnify the Indemnitee.clauses

Appears in 1 contract

Samples: Support Services Agreement (Strategy Shares)

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a Party (the “Indemnifying Party”) party may be required to indemnify any Indemniteethe other party, the Indemnitee party seeking indemnification must promptly notify the Indemnifying Party indemnifying party of such assertion, and will keep the Indemnifying Party indemnifying party advised with respect to all developments concerning such claim. The Indemnifying Party indemnifying party will have the option to participate with the Indemnitee other party in the defense of such claim or to defend against said claim in its own name or in the name of the Indemniteeother party. The Indemnitee party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party indemnifying party may be required to indemnify it except with the Indemnifying Partyindemnifying party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section Sections 7(A) or (Band 7(B) hereof, in the event the Indemnitee party seeking indemnification has not secured such consent the Indemnifying Party indemnifying party will have no obligation to indemnify the Indemniteeparty seeking indemnification.

Appears in 1 contract

Samples: Sub Administration Agreement (Turner Funds)

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