Common use of Notice of Litigation, Right to Prosecute, Etc Clause in Contracts

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.