Common use of Notice and Process Clause in Contracts

Notice and Process. The Licensee shall immediately notify the Licensor of any such claim and shall keep the Licensor informed of the action taken by the Licensee in connection with the indemnification provision of Section 14.1. Any settlement of a claim must be approved in writing by the Licensor prior to the execution of any settlement agreement, where such approval shall not be unreasonable withheld or delayed so long as (i) such settlement is a cash settlement fully paid by Licensee and (ii) requires no admission of liability or restriction or action by Licensor. Licensor shall have the right to defend any claim for which indemnification is provided under Section 14.1 above and be indemnified by Licensee as provided in such Section. Licensee shall cooperate with Licensor in connection with any such claim defended by L▇▇▇▇▇▇▇, as and to the extent requested by Licensor. Alternatively, if Licensor elects, in its sole discretion, to permit Licensee to defend any claim for which indemnification is provided under Section 14.1 above, then (i) Licensee agrees promptly to notify and keep Licensor fully advised with respect to such claim and the progress of any suit relating thereto; (ii) Licensor shall have right to approve any attorney selected by Licensee to defend such claim, which approval shall not be unreasonably withheld or delayed, and (iii) Licensee shall not settle such claim or suit without the prior written approval of Licensor, which shall not be unreasonably withheld; provided, however, that if at any time Licensee fails to actively and in good faith defend such claim, then Licensor may, upon written notice to Licensee, assume control of such defense (and in connection therewith be indemnified by Licensee as provided in Section 14.1 above).