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. The indemnifying Party shall have 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 will 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 indemnified Party shall provide the indemnifying Party with prompt written notice of any such Claim. The Claim and shall allow the indemnifying Party shall have right to control the defense and settlement of such Claim; , provided that (a) the indemnifying Party shall not settle any such Claim without the indemnified Party's prior written consent of the indemnified Partyconsent, which consent will 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 Claimwithheld. The indemnified Party shall provide, may participate in the defense at the indemnifying Party’s request and its own expense, reasonable cooperation in defending or settling any such Claim.