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

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee in providing such notification shall only affect the Client’s obligations and duties hereunder to the extent the Client is materially prejudiced as a result of such delay or failure. The Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider may assume the defense of any claim at any time upon notice to the Client if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service Provider, (b) if the Service Provider determines that any such claim jeopardizes the Service Provider’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the Service Provider, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee confess any claim or make any compromise of any claim in which the Client may be required to indemnify the Indemnitee, except with the other Client’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee in providing such notification shall only affect the Client’s 's obligations and duties hereunder to the extent the Client is materially prejudiced as a result of such delay or failure. The Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider may assume the defense of any claim at any time upon notice to the Client if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service Provider, (b) if the Service Provider determines that any such claim jeopardizes the Service Provider’s 's status under any registration or other Governmental Approval, (c) such claim is made by another client of the Service Provider, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee confess any claim or make any compromise of any claim in which the Client may be required to indemnify the Indemnitee, except with the other Client’s 's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee in providing such notification shall only affect the Client’s obligations and duties hereunder to the extent the Client is materially prejudiced as a result of such delay or failure. The Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider may assume the defense of any claim at any time upon notice to the Client if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service Provider, (b) if the Service Provider determines that any such claim jeopardizes the Service Provider’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the Service Provider, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee confess any claim or make any compromise of any claim in which the Client may be required to indemnify the Indemnitee, except with the other Client’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client or Service Provider (used in this clause only, together the (“Indemnitor”) may be required to indemnify any Indemnitee or Client Indemnitee, the Indemnitee or Client Indemnitee must promptly notify the Client Indemnitor of such assertion, and will keep the Client Indemnitor advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee or Client Indemnitee in providing such notification shall only affect the ClientIndemnitor’s obligations and duties hereunder to the extent the Client Indemnitor is materially prejudiced as a result of such delay or failure. The Indemnitee or Client Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider Indemnitee or Client Indemnitee may assume the defense of any claim at any time upon notice to the Client Indemnitor if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service ProviderIndemnitee or Client Indemnitee, (b) if the Service Provider Indemnitee or Client Indemnitee determines that any such claim jeopardizes the Service ProviderIndemnitee or Client Indemnitee’s status under any registration or other Governmental Approvalgovernmental approval, (c) such claim is made by another client of the Service ProviderIndemnitee or Client Indemnitee, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider Indemnitee or Client Indemnitee to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee or Client Indemnitee confess any claim or make any compromise of any claim in which the Client Indemnitor may be required to indemnify the Indemnitee or Client Indemnitee, except with the other ClientIndemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client Indemnitor shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client indemnifying party may be required to indemnify any Indemniteeclaiminig party, the Indemnitee claiming party must promptly notify the Client indemnifying party of such assertion, and will keep the Client indemnifying party advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee claiming party in providing such notification shall only affect the Client’s indemnifying party's obligations and duties hereunder to the extent the Client indemnifying party is materially prejudiced as a result of such delay or failure. The Indemnitee claiming party shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider claiming party may assume the defense of any claim at any time upon notice to the Client indemnifying party if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service Providerclaiming party, (b) if the Service Provider claiming party determines that any such claim jeopardizes the Service Provider’s claiming party's status under any registration or other Governmental Approval, (c) such claim is made by another client of the Service Providerclaiming party, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider claiming party to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee claiming party confess any claim or make any compromise of any claim in which the Client indemnifying party may be required to indemnify the Indemniteeclaiming party, except with the other Client’s indemnifying party's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client indemnifying party shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client or Service Provider (used in this clause only, together the (“Indemnitor”) may be required to indemnify any Indemnitee or Client Indemnitee, the Indemnitee or Client Indemnitee must promptly notify the Client Indemnitor of such assertion, and will keep the Client Indemnitor advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee or Client Indemnitee in providing such notification shall only affect the ClientIndemnitor’s obligations and duties hereunder to the extent the Client Indemnitor is materially prejudiced as a result of such delay or failure. The Indemnitee or Client Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider Indemnitee or Client Indemnitee may assume the defense of any claim at any time upon notice to the Client Indemnitor if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service ProviderIndemnitee or Client Indemnitee, (b) if the Service Provider Indemnitee or Client Indemnitee determines that any such claim jeopardizes the Service ProviderIndemnitee or Client Indemnitee’s status under any registration or other Governmental Approvalgovernmental approval, (c) such claim is made by another client of the Service ProviderIndemnitee or Client Indemnitee, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider Indemnitee or Client Indemnitee to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee or Client Indemnitee confess any claim or make any compromise of any claim in which the Client Indemnitor may be required to indemnify the Indemnitee or Client Indemnitee, except with the other ClientIndemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client Indemnitor shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee in providing such notification shall only affect the Client’s obligations and duties hereunder to the extent the Client is materially prejudiced as a result of such delay or failure. The Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider may assume the defense of any claim at any time upon notice to the Client if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service Provider, (b) if the Service Provider determines that any such claim jeopardizes the Service Provider’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the Service Provider, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee confess any claim or make any compromise of any claim in which the Client ClientClient may be required to indemnify the Indemnitee, except with the other Client’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client Funds may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client Funds of such assertion, and will keep the Client Funds advised with respect to all developments concerning such claim; provided, that any delay or failure by the Indemnitee in providing such notification shall only affect the Client’s Funds’ obligations and duties hereunder to the extent the Client is Funds are materially prejudiced as a result of such delay or failure. The Indemnitee shall have the option to participate in the defense of such claim, or to defend against said claim, at its own expense. Notwithstanding the foregoing, (i) subject to clause (ii) below, the Service Provider may assume the defense of any claim at any time upon notice to the Client Funds if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the Service Provider, (b) if the Service Provider determines that any such claim jeopardizes the Service Provider’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the Service Provider, or (d) such claim seeks injunctive or other, similar relief that would require the Service Provider to take or refrain from taking any action; and (ii) under no circumstance shall any Indemnitee confess any claim or make any compromise of any claim in which the Client Funds may be required to indemnify the Indemnitee, except with the other ClientFund’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the Client Funds shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.