Common use of Provision of Indemnity Clause in Contracts

Provision of Indemnity. Any party entitled to indemnify under ---------------------- Sections 12.1 or 12.2 herein (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") of any Claim for which the Indemnified Party seeks indemnification, and shall permit the Indemnifying Party to control the defense of any such Claim with counsel of Indemnifying Party's choice. The Indemnified Party shall reasonably cooperate in the defense of any Claim, and may, at its own cost and expense, participate in any defense with counsel of its choice. In the event the Indemnifying Party fails after written notice to perform its obligations under this Section 12, the Indemnified Party may at its election take any action, including the settlement of any Claim, without further notice to the Indemnifying Party, and without waiving any rights or Claims against the Indemnifying Party it may have under this Agreement, at law or in equity. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Provision of Indemnity. Any party entitled to indemnify indemnity under ---------------------- Sections 12.1 13.1 or 12.2 13.2 herein (the "Indemnified Party") shall promptly notify the other party in writing (the "Indemnifying Party") of any Claim for which the Indemnified Party seeks indemnification, and shall permit the Indemnifying Party to control the defense of any such Claim with counsel of Indemnifying Party's choice. The Indemnified Party shall reasonably cooperate in the defense of any Claim, and may, at its own cost and expense, participate in any defense with counsel of its choice. In the event the Indemnifying Party fails after written notice to perform its obligations under this Section 12, the Indemnified Party may at its election take any action, including the settlement of any Claim, without further notice to the Indemnifying Party, and without waiving any rights or Claims against the Indemnifying Party it may have under this Agreement, at law or in equity. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.