Notice of Litigation, Right to Prosecute, Etc Clause Samples

The "Notice of Litigation, Right to Prosecute, Etc" clause establishes the parties' obligations regarding notification and management of legal actions related to the agreement. Typically, it requires a party who becomes aware of actual or threatened litigation to promptly inform the other party, and may specify which party has the right to control or participate in the prosecution or defense of such claims. This clause ensures that both parties are kept informed of relevant legal proceedings and clarifies who is responsible for handling them, thereby preventing misunderstandings and protecting each party's interests in the event of litigation.
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Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.
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Notice of Litigation, Right to Prosecute, Etc. The Custodian shall promptly notify the Funds in writing of the commencement of any litigation or proceeding brought against the Custodian in respect of which indemnity may be sought against the Funds pursuant to this Section4.
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Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by the Custodian of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in writing. Failure by the Custodian to so notify the Fund or Series will not relieve any Fund or Series from its obligation to indemnify the Indemnitees under this Agreement, except to the extent that such failure to notify results in the forfeiture by the Fund or Series of any of substantive rights or defenses. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Series may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series of the defense of a Claim, the Custodian may participate in the defense of such Claim at any time and may retain its own counsel but the applicable Fund or Series shall not be liable for any legal fees or expenses subsequently incurred by the Custodian in connection with the defense thereof, unless (i) the Fund or Series has agreed to pay such fees and expenses, (ii) the Fund or Series shall have failed to employ counsel to the Custodian in a timely manner or (iii) the Custodian shall have reasonably determined that representation of Custodian by counsel provided by a Fund or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. An Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ prior written consent, which conse...
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Notice of Litigation, Right to Prosecute, Etc. Neither the Custodian nor the Fund shall be liable for indemnification under Section 6 of this Agreement unless a Person shall have promptly notified the Custodian or the relevant Fund in writing of the commencement of any litigation or proceeding
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Notice of Litigation, Right to Prosecute, Etc. A Company shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified the Company in writing of the commencement of any litigation or proceedings brought against such a Person in respect of which indemnity may be sought under this Section 5.03. The Company shall be entitled to participate in any such litigation or proceedings and, after written notice from the Company to any Person, the Company may assume the defense of such litigation or proceedings with counsel of its choice at its own expense, subject to applicable law and the ruling of any court of competent jurisdiction; provided, however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if the Company has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing the Company with adequate notice of any such settlement or judgment, and without the Company’s prior written consent. All Persons shall submit written evidence to the Company with respect to any cost or expense for which they are seeking indemnification in such form and detail as the Company may reasonably request.
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Notice of Litigation, Right to Prosecute, Etc. The Fund shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03 provided, that the Fund shall not be liable for such indemnification to the extent that the Fund is disadvantaged by any such delay in notification. With respect to claims in such litigation or proceedings for which indemnity by the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, the Fund shall be entitled to
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Notice of Litigation, Right to Prosecute, Etc. If a person seeking indemnification pursuant to Section 13.3(1) hereof fails to promptly notify the Fund in writing of the commencement of any litigation or any proceeding brought against such person (a "Proceeding"), the Fund shall not be liable for indemnification under this Contract with respect to such Proceeding to the extent that the Fund's ability to defend is prejudiced by such failure. With respect to claims in a Proceeding for which indemnity by the Fund may be sought, the Fund shall be entitled to participate at its own expense in the defense, or, if it so elects,
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Related to Notice of Litigation, Right to Prosecute, Etc

  • Notice of Litigation Each Purchaser shall promptly notify the applicable Seller upon becoming aware of any Proceedings or threatened Proceedings concerning any Serviced Appointment (whether or not the Sellers are named in such Proceedings), in each case, excluding Proceedings in servicer-managed mortgage-level litigation with respect to residential mortgage-backed securities transactions. Notices pursuant to this Section 6.4 will be delivered to the notice recipient designated on Annex B.

  • Third Party Claim Procedures In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

  • Right to Arbitrate Claims If any kind of legal claim arises between us as a result of your purchase of the Note, either of us will have the right to arbitrate the claim, rather than use the courts. There are only three exceptions to this rule. First, we will not invoke our right to arbitrate a claim you bring in Small Claims Court or an equivalent court, if any, so long as the claim is pending only in that court. Second, we have the right to seek an injunction in court if you violate or threaten to violate your obligations. Third, disputes arising under the Note or the Revenue Sharing Agreement will be handled in the manner described in the Revenue Sharing Agreement.

  • Submission of a Claim to Arbitration 1. In the event that a disputing party considers that an investment dispute cannot be settled by consultation and negotiation: (a) the claimant, on its own behalf, may submit to arbitration under this Section a claim (i) that the respondent has breached (A) an obligation under Articles 3 through 10,

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).