Common use of Procedure Following Notice of Election Clause in Contracts

Procedure Following Notice of Election. If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party will be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Party will notify the Indemnified Party before ceasing to defend against such claim, and will not compromise or settle such claim without the Indemnified Party’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claim. After the Indemnifying Party has delivered a Notice of Election relating to any claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. In addition, the Indemnifying Party will not be required to indemnify the Indemnified Party for any amount paid or payable by the Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying Party.

Procedure Following Notice of Election. If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice periodNotice Period, the Indemnifying Party will shall be entitled to have sole control over the defense and settlement of such claim; provided provided, however, that (i) the Indemnified Party will shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; , and (ii) the Indemnifying Party will notify shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim, and . The Indemnified Party will not compromise or settle unreasonably withhold its Consent to any such claim without settlement, provided that it will be deemed reasonable to withhold Consent if the Indemnified Party’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claimis non-monetary in nature. After the Indemnifying Party has delivered a Notice of Election relating to any claimclaim in accordance with the preceding paragraph, the Indemnifying Party will shall not be liable to the Indemnified Party for any legal expenses incurred by the such Indemnified Party in connection with the defense of that claim. In addition, the Indemnifying Party will shall not be required to indemnify the Indemnified Party for any amount paid or payable by the such Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent Consent of the Indemnifying Party.

Procedure Following Notice of Election. If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party will be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Party will notify the Indemnified Party before ceasing to defend against such claim, and will not compromise or settle such claim without the Indemnified Party’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claim. After the Indemnifying Party has delivered a Notice of Election relating to any claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. In addition, the Indemnifying Party will not be required to indemnify the Indemnified Party for any amount paid or payable by the Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying Party.

Procedure Following Notice of Election. If the Indemnifying indemnifying Party delivers a Notice of Election relating to any claim Claim within the required notice period, the Indemnifying indemnifying Party will shall be entitled to have sole control over the defense and settlement of such claimClaim; provided that that: (i) the Indemnified indemnified Party will shall be entitled to participate in the defense of such claim Claim and to employ counsel at its their own expense to assist in the handling of such claimClaim; and and (ii) the Indemnifying indemnifying Party will notify shall obtain the Indemnified prior written approval of the indemnified Party before entering into any settlement of such Claim or ceasing to defend against such claimClaim, and will not compromise or settle such claim without unless the Indemnified Party’s prior written consent if such compromise or proposed settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified releases indemnified Party from any and all liability arising from or relating to under such claimClaim. After the Indemnifying indemnifying Party has delivered a Notice of Election relating to any claimClaim in accordance with the preceding paragraph, the Indemnifying indemnifying Party will shall not be liable to the Indemnified indemnified Party for any legal expenses incurred by the Indemnified indemnified Party in connection with the defense of that claimClaim. In addition, the Indemnifying indemnifying Party will shall not be required to indemnify the Indemnified indemnified Party for any amount paid or payable by the Indemnified indemnified Party in the settlement of any claim Claim for which the Indemnifying indemnifying Party has delivered a timely Notice of Election Election, unless, having delivered such Notice of Election, the indemnifying Party fails to defend, if such amount was agreed to without the written consent of the Indemnifying indemnifying Party.

Procedure Following Notice of Election. If the Indemnifying Party Indemnitor delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party Indemnitor will be entitled to have sole control over the defense and settlement of such claim; , provided that that: (ia) the Indemnified Party Indemnitee may observe such proceedings at its own cost; (b) except as otherwise provided in Section 18.7.2(c) below, the Indemnitor will be entitled to participate in obtain the defense prior written approval of the Indemnitee before entering into any settlement of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Party will notify the Indemnified Party before or ceasing to defend against such claim; and (c) the Indemnitor may not enter into an agreement under which (i) Indemnitee admits fault or (ii) Indemnitee is required to take (or is prohibited from taking) certain actions, and will not compromise or settle such claim without the Indemnified PartyIndemnitee’s prior written consent if such compromise which consent may be granted or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claimwithheld in Indemnitee’s sole discretion. After the Indemnifying Party Indemnitor has delivered a Notice of Election relating to any claimclaim in accordance with Section 18.7.1, the Indemnifying Party Indemnitor will not be liable to the Indemnified Party Indemnitee for any legal expenses incurred by the Indemnified Party Indemnitee in connection with the defense of that claim. In addition, the Indemnifying Party Indemnitor will not be required to indemnify the Indemnified Party Indemnitee for any amount paid or payable by the Indemnified Party Indemnitee in the settlement of any claim for which the Indemnifying Party Indemnitor has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying PartyIndemnitor.

Procedure Following Notice of Election. If the Indemnifying Party Indemnitor delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party will Indemnitor shall be entitled to have sole control over the defense and settlement of such claim; , provided that that: (i) the Indemnified Party will be entitled to participate Indemnitee may observe such proceedings at its own cost; (ii) except as otherwise provided in Section 14.6(b)(iii) below, the defense Indemnitor shall obtain the prior written approval of the Indemnitee before entering into any settlement of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Party will notify the Indemnified Party before or ceasing to defend against such claim; and (iii) the Indemnitor may not enter into an agreement under which (1) Indemnitee admits fault or (2) Indemnitee is required to take (or is prohibited from taking) any actions, and will not compromise or settle such claim without the Indemnified PartyIndemnitee’s prior written consent if such compromise which consent may be granted or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claimwithheld in Indemnitee’s sole discretion. After the Indemnifying Party Indemnitor has delivered a Notice of Election relating to any claimclaim in accordance with Section 14.6(a), the Indemnifying Party will Indemnitor shall not be liable to the Indemnified Party Indemnitee for any legal expenses incurred by the Indemnified Party Indemnitee in connection with the defense of that claim. In addition, the Indemnifying Party will Indemnitor shall not be required to indemnify the Indemnified Party Indemnitee for any amount paid or payable by the Indemnified Party Indemnitee in the settlement of any claim for which the Indemnifying Party Indemnitor has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying PartyIndemnitor.