Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. QBS shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’s expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on QBS’s part without the p▇▇▇▇ written consent of QBS, and no compromise or settlement is authorized unless QBS is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend QBS will be subject to the reasonable approval of QBS. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, QBS may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.

Notice and Procedure. QBS Kensington shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’s ’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on QBSKensington’s part without the p▇▇▇▇ prior written consent of QBSKensington, and no compromise or settlement is authorized unless QBS Kensington is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend QBS Kensington will be subject to the reasonable approval of QBSKensington. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, QBS Kensington may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.

Notice and Procedure. QBS Superior shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’s ’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on QBSSuperior’s part without the p▇▇▇▇ prior written consent of QBSSuperior, and no compromise or settlement is authorized unless QBS Superior is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend QBS Superior will be subject to the reasonable approval of QBSSuperior. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, QBS Superior may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.

Notice and Procedure. QBS Distributor shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’s ’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on QBSDistributor’s part without the p▇▇▇▇ prior written consent of QBSDistributor, and no compromise or settlement is authorized unless QBS Distributor is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend QBS Distributor will be subject to the reasonable approval of QBSDistributor. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, QBS Distributor may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.