Common use of Procedures; Rights to Separate Counsel Clause in Contracts

Procedures; Rights to Separate Counsel. In the event Buyer receives a complaint, claim or other notice of any loss, claim or damage, liability or action, giving rise to a claim for indemnification under this Section 11, Buyer shall promptly notify the Seller of such complaint, notice, claim or action, and Seller shall have the right to investigate and defend any such loss, claim, damage, liability or action. Buyer shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of Seller, unless Seller fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by Seller. In no event shall Seller be obligated to indemnify Buyer for any settlement of any claim or action effected without Seller’s prior written consent.

Procedures; Rights to Separate Counsel. In the event Buyer Seller receives a complaint, claim or other notice of any loss, claim or damagedamages, liability or action, giving rise to a claim for indemnification under this Section 11, Buyer Seller shall promptly notify the Seller Buyer of such complaint, notice, claim or action, and Seller Buyer shall have the right to investigate and defend any such loss, claim, damage, liability or action. Buyer Seller shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of SellerBuyer, unless Seller Buyer fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by SellerBuyer. In no event shall Seller Buyer be obligated to indemnify Buyer Seller for any settlement of any claim or action effected without Seller’s Buyer's prior written consent.

Procedures; Rights to Separate Counsel. In the event Buyer receives a complaint, claim or other notice of any loss, claim or damage, liability or action, giving rise to a claim for indemnification under this Section 1110, Buyer shall promptly notify the Seller of such complaint, notice, claim or action, and Seller shall have the right to investigate and defend any such loss, claim, damage, liability libility or action. Buyer shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of Seller, unless Seller fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by Seller. In no event shall Seller be obligated to indemnify Buyer for any settlement of any claim or action effected without Seller’s 's prior written consent.