Common use of Action or Proceeding Clause in Contracts

Action or Proceeding. Promptly after receipt by an Indemnified Party of notice of the commencement of any action or proceeding involving a claim referred to in subsection (a) above, such Indemnified Party shall, if a claim in respect thereof is to be made against MPROD under such subsection (a), promptly give notice to MPROD of the commencement of such action or proceeding; provided, however, that the failure of such Indemnified Party to give any such notice shall not (i) relieve MPROD of its obligations under such subsection (a), except to the extent that such failure results in the forfeiture of rights or defenses and MPROD incurs an increased obligation to such Indemnified Party under such subsection (a) on account of such failure, and (ii) in any event relieve MPROD from any liability with respect to such Indemnified Party which MPROD may have otherwise on account of this Agreement or any other Transaction Document or Completion Bond. If any such action or proceeding is brought against any Indemnified Party, unless in the reasonable opinion of counsel for such Indemnified Party a conflict of interest between such Indemnified Party and MPROD may exist in respect of such action or proceeding and representation of both would be inappropriate, MPROD shall be entitled to participate in and to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party. MPROD shall not, without the prior written consent of such Indemnified Party, effect any settlement of any such pending or threatened action or proceeding, unless such settlement includes (x) an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such action or proceeding, (y) no admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (z) no provision for any nonmonetary relief to any Person to be performed by such Indemnified Party.

Action or Proceeding. Promptly after receipt by an Indemnified Party of notice of the commencement of any action Action or proceeding Proceeding involving a claim referred to in subsection (a) Section 12.1 above, such Indemnified Party shall, if a claim in respect thereof is to be made against MPROD under such subsection (a), shall promptly give notice to MPROD the Indemnifying Party of the commencement of such action Action or proceedingProceeding; provided, however, that the failure of such Indemnified Party to give any such notice shall not (i) relieve MPROD the Indemnifying Party of its obligations under such subsection (a)obligations, except to the extent that such failure results in the forfeiture of rights or defenses and MPROD the Indemnifying party incurs an increased obligation to such Indemnified Party under such subsection (a) on account of such failure, and (ii) in any event relieve MPROD the Indemnifying Party from any liability with respect to such the Indemnified Party which MPROD the Indemnifying Party may have otherwise on account of this Agreement or any other Transaction Document or Completion BondDocument. If any such action or proceeding is brought against any an Indemnified Party, unless in the reasonable opinion of counsel for such Indemnified Party a conflict of interest between such Indemnified Party and MPROD the Indemnifying Party may exist in respect of such action Action or proceeding Proceeding and representation of both would be inappropriate, MPROD the Indemnifying Party shall be entitled to participate in and to assume the defense thereof with counsel reasonably satisfactory to such the Indemnified Party. MPROD The Indemnifying Party shall not, without the prior written consent of such the Indemnified Party, effect any settlement of any such pending or threatened action or proceeding, unless such settlement includes (x) an unconditional release of the Indemnified Party from all liability on claims Claims that are the subject matter of such action Action or proceedingProceeding, (y) no admission or acknowledgment of culpability or wrongdoing by such the Indemnified Party Party, and (z) no provision for any nonmonetary non-monetary relief to any Person to be performed by such the Indemnified Party. If the Indemnified Party settles any such suit, claim or proceeding, the amount thereof shall be charged to the Indemnifying Party only if the Indemnifying Party’s prior approval has been obtained.