Common use of Notification; Defense Clause in Contracts

Notification; Defense. The party seeking indemnification will: (A) provide prompt written notice of the claim and give the indemnifying party sole control over the defense and settlement of the claim (except that the Indemnifying Party may not agree to any settlement that does not unconditionally release the Indemnified Party, without the Indemnified Party’s prior written consent); and (B) provide to the indemnifying party its full and timely cooperation at the Indemnifying Party’s expense. Failure to provide timely notice or reasonable assistance will relieve the Indemnifying Party of its indemnification obligations to the extent that the Indemnifying Party has been materially prejudiced thereby. The Indemnified Party will be entitled to participate in the defense of a claim and to employ legal representation at its own expense to assist in the handling of a claim. The indemnifying party will not enter any settlement or compromise which imposes any cost, expense, or liability upon the indemnified party without the indemnified party's prior written consent.