Common use of Claims Notification Clause in Contracts

Claims Notification. (a) As soon as a Party becomes aware of the possibility of a claim involving indemnification under this Article V, the indemnified Party shall give the indemnifying Party prompt written notice in writing and shall permit the indemnifying Party to have control over the defense of such claim or suit. The indemnified Party agrees to provide all reasonable information and assistance to the indemnifying Party in such defense. No such claims shall be settled other than by the Party defending the same, and then only with the consent of the other Party, which shall not be unreasonably withheld or delayed; provided, however, that the indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the indemnified Party any liability or obligation which cannot be assumed and performed in full by the indemnifying Party. (b) As soon as any Party becomes aware of the possibility of a claim involving contribution under Section 5.4, such Party shall notify the other Parties and the Parties shall cooperate in the defense of such claim. Each of the Parties shall provide all reasonable information and assistance to such defense.