Common use of Indemnification Proceedings Clause in Contracts

Indemnification Proceedings. Each party entitled to indemnification pursuant to this ss.2.06 (the indemnified party) shall give notice to the party required to provide indemnification pursuant to this ss.2.06 (the indemnifying party) promptly after such indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the indemnified party, and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any indemnified party to give notice as provided in this paragraph (c) shall not relieve the indemnifying party of its obligations under this ss.