Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to any Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.
Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim (which notice shall include all relevant information reasonably necessary for the Indemnifying Party to understand such claim which is in the possession or under the control of, or can be obtained by, the Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Indemnified Party or the Indemnifying Party (as agreed between them) will undertake the defense thereof. The failure to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations under Section 3.03 or Section 11.01(a) unless such failure results in actual prejudice to the Indemnifying Party.
Procedures for Defense of Claims. (a) If a Third Party Claim is made against any Indemnified Party, the applicable Indemnified Party shall promptly notify LIFT in writing of such claim (which notice shall include all relevant information reasonably necessary for LIFT to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or LIFT(if so directed by the applicable Indemnified Party and if so accepted by LIFT) will undertake the defense thereof. The failure to notify LIFT promptly shall not relieve LIFT of its obligations under this Article XI unless and only to the extent that such failure results in actual irreparable prejudice to LIFT or any other Person within the LIFT Group.
Procedures for Defense of Claims. In the -------------------------------- event of the assertion of any Claim with respect to which the Surviving Corporation may be obligated to indemnify hereunder, the Indemnified Party or Parties against whom such Claim is asserted will promptly notify the Surviving Corporation thereof in writing, specifying the nature of such Claim in reasonable detail and including copies of any pleadings or correspondence relating thereto, and the Surviving Corporation shall assume the defense thereof with legal counsel of its choice, who will be reasonably satisfactory to the Indemnified Party or Parties. The Surviving Corporation shall not be responsible for any fees, costs or expenses of other counsel or any other expenses subsequently incurred by any such Indemnified Party in connection with the defense of such Claim, unless the Surviving Corporation fails to assume such defense within 15 days after receipt of written notice of such Claim, in which case such Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay promptly all reasonable fees, costs and expenses of such counsel; provided, however, -------- ------- that the Surviving Corporation shall be obligated for the fees and expenses of only one firm of counsel (together with appropriate local counsel) for all of the Indemnified Parties in respect of any Claim, unless such use of one counsel would present a conflict of interest of such a nature as to render impossible the provision of a reasonably adequate defense for certain of the Indemnified Parties, in which case the Surviving Corporation's obligation will include the reasonable fees, costs and expenses of separate counsel for such parties. The Indemnified Parties shall cooperate with the Surviving Corporation and each other in the defense of any Claim.
Procedures for Defense of Claims. (a) If a Third Party Claim is made against any Indemnified Party, the applicable Indemnified Party shall promptly notify the Company in writing of such claim (which notice shall include all relevant information reasonably necessary for the Company to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or the Company (if so directed by the applicable Indemnified Party and if so accepted by the Company) will undertake the defense thereof. The failure to notify the Company promptly shall not relieve the Company of its obligations under this Article XI unless and only to the extent that such failure results in actual material prejudice to the Company or any other Person within the Company Group.
Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to any Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of each Person within the Serviced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such
Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to any Person within [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.
Procedures for Defense of Claims. (a) If a Third Party Claim is made against any Indemnified Party, the applicable Indemnified Party shall promptly notify GFL in writing of such claim (which notice shall include all relevant information reasonably necessary for GFL to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or GFL(if so directed by the applicable Indemnified Party and if so accepted by GFL) will undertake the defense thereof. The failure to notify GFL promptly shall not relieve GFL of its obligations under this Article XI unless and only to the extent that such failure results in actual irreparable prejudice to GFL or any other Person within the GFL Group.
Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify MSAF, with respect to a claim under Section 11.01(a) above, or the relevant Non-MSAF AOE, with respect to a claim under Section 11.01(b) above, in writing of such claim (which notice shall include all relevant information reasonably necessary for MSAF or the relevant Non-MSAF AOE to understand such claim which is in the possession or under the control of, or can be obtained by, the Servicer at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or MSAF or the relevant Non-MSAF AOE (as agreed between them) will undertake the defense thereof. The failure to notify MSAF or the relevant Non-MSAF AOE promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to any of MSAF or the MSAF Group with respect to the Aircraft Assets owned directly or indirectly by them with respect to a claim under Section 11.01(a) above, or to the relevant Non- MSAF AOE with respect to a claim under Section 11.01(b) above, with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.
Procedures for Defense of Claims. If any claim or liability is asserted or threatened, or any action, suit or proceeding is commenced by any third party against any Indemnitee(s) that might result in any liability being imposed on any Indemnitor(s) hereunder, the Indemnitee(s) shall, within a reasonable time following the receipt of same, give an Indemnification Notice to the Indemnitor(s) together with a copy of any complaint or other documents asserting such claim. Within ten (10) days from the date the Indemnification Notice is given, the Indemnitor(s) shall give the Indemnitee(s) written notice as to whether the Indemnitor(s) elect to defend any such claim or liability (the "Defense Notice"); provided, however, that during the interim, the Indemnitee(s) shall be entitled to take reasonable action with respect to such claim which the Indemnitee(s) deem necessary to protect against such further damage or default with respect thereto. The Indemnitor(s) may not elect to defend any claim or liability unless they also agree that the Indemnitor(s) are liable to the Indemnitee(s) for such claim or liability pursuant to this Article X. If the Indemnitor(s) elect to defend any such claim or liability, such defense shall be at the cost and expense of the Indemnitor(s) and using professionals chosen by the Indemnitor(s), subject to the approval of the Indemnitee(s), which approval shall not unreasonably be denied. In the event that the Indemnitor(s) shall elect to defend any claim or liability pursuant to this subparagraph, the Indemnitee(s) agree that (i) they will permit the Indemnitor(s), their attorneys, accountants or other agents to have access to all relevant properties, records and documents of the Indemnitee(s) and to furnish to the Indemnitor(s) such financial, commercial, legal, operations and other information as the Indemnitor(s) may reasonably request and as may be related to the claim or liability being contested; (ii) they will cooperate to permit the Indemnitor(s) to make any investigations which they may reasonably request. If the Indemnitor(s) do not elect to defend any claim or liability, the Indemnitor(s) shall nevertheless cooperate with the Indemnitee(s) to the same extent the Indemnitee(s) would have been required to cooperate with the Indemnitor(s) had the Indemnitor(s) elected to defend against the claim or liability. If the Indemnitor(s) elect to defend any claim or liability pursuant to this paragraph, the Indemnitee(s) may participate in the defense of such claim or li...
