Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. The indemnified Party shall provide indemnifying Party prompt written notice of any such Claim; provided, that any failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnity obligations under this Agreement except to the extent the indemnifying Party is actually prejudiced by such failure or delay. The indemnifying Party shall have the right to control the defense and settlement of such Claim; provided that (a) the indemnifying Party shall not settle any such Claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed and (b) the indemnified Party may, at its option and expense, participate in connection with the defense and settlement of any such Claim. The indemnified Party shall provide, at the indemnifying Party’s request and expense, reasonable cooperation in defending or settling any such Claim.

Notice and Procedure. The An indemnified Party party shall provide an indemnifying Party party prompt written notice of any such Third-Party Claim; provided, that any failure or delay in providing such notice shall not relieve the indemnifying Party party of its indemnity obligations under this Agreement except to the extent the indemnifying Party party is actually prejudiced by such failure or delay. The indemnifying Party party shall have the right to control the defense and settlement of such Third-Party Claim; provided provided, that (a) the indemnifying Party party shall not settle any such Third-Party Claim without the prior written consent of the indemnified Partyparty, which consent shall will not be unreasonably withheld or delayed and (b) the indemnified Party party may, at its option and expense, participate in connection with the defense and settlement of any such Third-Party Claim. The indemnified Party party shall provide, at the indemnifying Partyparty’s request and expense, reasonable cooperation in defending or settling any such Third-Party Claim.