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

Notification, Participation; Indemnitor Consent. Promptly after receipt of notice of any claim or complaint or the commencement of any action or proceeding with respect to which an indemnified party is entitled to seek indemnification hereunder, the indemnified party will notify the indemnifying party in writing of such claim or complaint or the commencement of such action or proceeding, but failure to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have hereunder or otherwise, except to the extent that such failure materially prejudices the indemnifying party’s rights with respect to such claim. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party or parties. In the event that the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party or parties will bear the fees and expenses of any additional counsel thereafter retained by it or them. In the event that (a) the indemnifying party elects to assume the defense of such an action or proceeding and the indemnified party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or (b) the indemnifying party chooses not to assume the defense of the action or proceeding, then the indemnified party may engage separate counsel reasonably satisfactory to the indemnifying party to represent or defend such indemnified party in any such action or proceeding and the indemnifying party will pay the fees and disbursements of such counsel; provided, however, that the indemnifying party will not be required to pay the fees and disbursements of more than one separate counsel for all indemnified parties in any jurisdiction in any single action or proceeding. Subject to the preceding sentence, in any action or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense.

Notification, Participation; Indemnitor Consent. Promptly after receipt Upon the assertion of notice of any a claim for which a Party may be required to indemnify a Client Indemnitee or complaint or the commencement of any action or proceeding with respect to which an indemnified party is entitled to seek indemnification hereunderService Provider Indemnitee (as applicable), the indemnified claiming party will must promptly notify the indemnifying party in writing of such claim or complaint or the commencement of such action or proceedingassertion, but failure to notify and will keep the indemnifying party will not relieve advised with respect to all developments concerning such claim; provided, that any delay or failure by the indemnifying claiming party from any liability that it may have hereunder or otherwise, except to the extent that in providing such failure materially prejudices notification shall only affect the indemnifying party’s rights with respect obligations and duties hereunder to the extent the indemnifying party is materially prejudiced as a result of such delay or failure. The claiming party shall have the option to participate in the defense of such claim. The indemnifying party will be entitled , or to participate defend against said claim, at its own expense in expense. Notwithstanding the defense orforegoing, (i) subject to clause (ii) below, if it so elects within a reasonable time after receipt of such notice, to the claiming party may assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party or parties. In the event that the indemnifying party elects to assume the defense of claim at any such suit and retain such counsel, the indemnified party or parties will bear the fees and expenses of any additional counsel thereafter retained by it or them. In the event that (a) the indemnifying party elects to assume the defense of such an action or proceeding and the indemnified party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or (b) the indemnifying party chooses not to assume the defense of the action or proceeding, then the indemnified party may engage separate counsel reasonably satisfactory time upon notice to the indemnifying party to represent or defend such indemnified party in if (a) any such action claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the claiming party, (b) if the claiming party determines that any such claim jeopardizes the claiming party’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the claiming party, or (d) such claim seeks injunctive or other, similar relief that would require the claiming party to take or refrain from taking any action; and (ii) under no circumstance shall any claiming party confess any claim or make any compromise of any claim in which the indemnifying party may be required to indemnify the claiming party, except with the other indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the indemnifying party will pay the fees and disbursements of shall have no obligation or duty with respect to any such counsel; provided, however, confession or compromise that the indemnifying party will not be required to pay the fees and disbursements of more than one separate counsel for all indemnified parties in any jurisdiction in any single action or proceeding. Subject to the preceding sentence, in any action or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in is made without such litigation and to retain its own counsel at such indemnified party’s own expenseconsent.

Notification, Participation; Indemnitor Consent. Promptly after receipt Upon the assertion of notice of any a claim for which a Party may be required to indemnify a Client Indemnitee or complaint or the commencement of any action or proceeding with respect to which an indemnified Service Provider Indemnitee (as applicable), claiming party is entitled to seek indemnification hereunder, the indemnified party will must promptly notify the indemnifying party in writing of such claim or complaint or the commencement of such action or proceedingassertion, but failure to notify and will keep the indemnifying party will not relieve advised with respect to all developments concerning such claim; provided, that any delay or failure by the indemnifying claiming party from any liability that it may have hereunder or otherwise, except to the extent that in providing such failure materially prejudices notification shall only affect the indemnifying party’s rights with respect obligations and duties hereunder to the extent the indemnifying party is materially prejudiced as a result of such delay or failure. The claiming party shall have the option to participate in the defence of such claim. The indemnifying party will be entitled , or to participate defend against said claim, at its own expense in expense. Notwithstanding the defense orforegoing, (i) subject to clause (ii) below, if it so elects within a reasonable time after receipt of such notice, to the claiming party may assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party or parties. In the event that the indemnifying party elects to assume the defense of claim at any such suit and retain such counsel, the indemnified party or parties will bear the fees and expenses of any additional counsel thereafter retained by it or them. In the event that (a) the indemnifying party elects to assume the defense of such an action or proceeding and the indemnified party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or (b) the indemnifying party chooses not to assume the defense of the action or proceeding, then the indemnified party may engage separate counsel reasonably satisfactory time upon notice to the indemnifying party to represent or defend such indemnified party in if (a) any such action claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the claiming party, (b) if the claiming party determines that any such claim jeopardizes the claiming party’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the claiming party, or (d) such claim seeks injunctive or other, similar relief that would require the claiming party to take or refrain from taking any action; and (ii) under no circumstance shall any claiming party confess any claim or make any compromise of any claim in which the indemnifying party may be required to indemnify the claiming party, except with the other indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the indemnifying party will pay the fees and disbursements of shall have no obligation or duty with respect to any such counsel; provided, however, confession or compromise that the indemnifying party will not be required to pay the fees and disbursements of more than one separate counsel for all indemnified parties in any jurisdiction in any single action or proceeding. Subject to the preceding sentence, in any action or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in is made without such litigation and to retain its own counsel at such indemnified party’s own expenseconsent.

Notification, Participation; Indemnitor Consent. Promptly after receipt Upon the assertion of notice of any a claim for which a Party may be required to indemnify a Client Indemnitee or complaint or the commencement of any action or proceeding with respect to which an indemnified party is entitled to seek indemnification hereunderService Provider Indemnitee (as applicable), the indemnified claiming party will must promptly notify the indemnifying party in writing of such claim or complaint or the commencement of such action or proceedingassertion, but failure to notify and will keep the indemnifying party will not relieve advised with respect to all developments concerning such claim; provided, that any delay or failure by the indemnifying claiming party from any liability that it may have hereunder or otherwise, except to the extent that in providing such failure materially prejudices notification shall only affect the indemnifying party’s rights with respect obligations and duties hereunder to the extent the indemnifying party is materially prejudiced as a result of such delay or failure. The claiming party shall have the option to participate in the defense of such claim. The indemnifying party will be entitled , or to participate defend against said claim, at its own expense in expense. Notwithstanding the defense orforegoing, if it so elects within a reasonable time after receipt of such notice(i) subject to clause (ii) below, to the claiming party may assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party or parties. In the event that the indemnifying party elects to assume the defense of claim at any such suit and retain such counsel, the indemnified party or parties will bear the fees and expenses of any additional counsel thereafter retained by it or them. In the event that (a) the indemnifying party elects to assume the defense of such an action or proceeding and the indemnified party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or (b) the indemnifying party chooses not to assume the defense of the action or proceeding, then the indemnified party may engage separate counsel reasonably satisfactory time upon notice to the indemnifying party to represent or defend such indemnified party in if (a) any such action claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the claiming party, (b) if the claiming party determines that any such claim jeopardizes the claiming party’s status under any registration or other Governmental Approval, (c) such claim is made by another client of the claiming party, or (d) such claim seeks injunctive or other, similar relief that would require the claiming party to take or refrain from taking any action; and (ii) under no circumstance shall any claiming party confess any claim or make any compromise of any claim in which the indemnifying party may be required to indemnify the claiming party, except with the other indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the indemnifying party will pay the fees and disbursements of shall have no obligation or duty with respect to any such counsel; provided, however, confession or compromise that the indemnifying party will not be required to pay the fees and disbursements of more than one separate counsel for all indemnified parties in any jurisdiction in any single action or proceeding. Subject to the preceding sentence, in any action or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in is made without such litigation and to retain its own counsel at such indemnified party’s own expenseconsent.