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(b)ProcedureEachIndemnifiedPartyshallnotifythepartyresponsibleforprovidingindemnifica...
(b) Procedure
Each Indemnified Party shall notify the party responsible for providing indemnification (as the case may be, the “Indemnifying Party”) of any third party claim for which such Indemnified Party seeks indemnification under this Agreement; provided, that the failure to deliver such notice shall not affect the Indemnifying Party’s obligations under this Section 10 except to the extent that the Indemnifying Party is adversely affected thereby. The Indemnifying Party may, but is not obligated to, assume the defense of any claim to which this Section 10 relates or may relate, and may appoint legal counsel responsible for such defense; provided, that if the Indemnifying Party chooses to assume such defense (w) the Indemnifying Party agrees that the Indemnified Party shall be entitled to recover from the Indemnifying Party all Damages arising out of such third party claim, (x) any Indemnified Party may, at its own expense, select its own counsel to represent it, (y), the Indemnifying Party may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party, and (z) the Indemnifying Party shall keep the Indemnified Party promptly informed of all developments in the defense of the action. If the Indemnifying Party elects not to assume such defense, such Indemnified Party may elect to do so and the Indemnifying Party shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by the Indemnifying Party to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to the Indemnified Party. The Indemnifying Party and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claim. 展开
Each Indemnified Party shall notify the party responsible for providing indemnification (as the case may be, the “Indemnifying Party”) of any third party claim for which such Indemnified Party seeks indemnification under this Agreement; provided, that the failure to deliver such notice shall not affect the Indemnifying Party’s obligations under this Section 10 except to the extent that the Indemnifying Party is adversely affected thereby. The Indemnifying Party may, but is not obligated to, assume the defense of any claim to which this Section 10 relates or may relate, and may appoint legal counsel responsible for such defense; provided, that if the Indemnifying Party chooses to assume such defense (w) the Indemnifying Party agrees that the Indemnified Party shall be entitled to recover from the Indemnifying Party all Damages arising out of such third party claim, (x) any Indemnified Party may, at its own expense, select its own counsel to represent it, (y), the Indemnifying Party may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party, and (z) the Indemnifying Party shall keep the Indemnified Party promptly informed of all developments in the defense of the action. If the Indemnifying Party elects not to assume such defense, such Indemnified Party may elect to do so and the Indemnifying Party shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by the Indemnifying Party to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to the Indemnified Party. The Indemnifying Party and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claim. 展开
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