2Procedure Sample Clauses

2Procedure. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the reasonable approval of such Underwriter) and payment of actual expenses. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter or controlling person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.

2Procedure. The Indemnifying Party shall assume and conduct the defense of the Third Party Claim using counsel of its choice; provided, however, that the Indemnified Party may participate in and monitor such defense with counsel of its choice at its own expense, subject to the Indemnifying Party’s right to control such defense. With respect to any Third Party Claim for which the Indemnifying Party has assumed the defense: (a) the Indemnified Party shall provide ​ the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with such defense, (b) the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party if the settlement would: (i) result in or impose any obligation (including any payment obligation) on the Indemnified Party, or (ii) result in any admission of wrong-doing or fault by the Indemnified Party, and (c) so long as the Indemnifying Party is actively defending the Third Party Claim in good faith, the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party. If the Parties cannot agree as to the application of Section 10.1 or Section 10.2 to any Third Party Claim, pending resolution of the dispute pursuant to Section 12.6, the Parties may conduct separate defenses of such Third Party Claim(s), with each Party retaining the right to claim indemnification from the other Party in accordance with Section 10.1 or Section 10.2, as applicable, upon resolution of the underlying claim. If the Indemnifying Party does not assume and conduct the defense of the Third Party Claim as provided above, (A) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third Party Claim in any manner the Indemnified Party may deem reasonably appropriate, and (B) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided under Section 10.1 or Section 10.2. Notwithstanding anything to the contrary in this Section 10.3.2, in the event that Passage or Penn believes in good faith that a bona fide conflict exists between Gemma and Passage or Penn or any other Passage Indemnitee or Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Passage or Penn or any other Passage Indemnitee or Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by sel...

2Procedure. The indemnities set forth in this ARTICLE 10 are subject to the condition that the Party seeking the indemnity shall forthwith notify the indemnifying Party on being notified or otherwise made aware of a liability, claim, suit, action or expense and that the indemnifying Party defend and control any proceedings with the other Party being permitted to participate at its own expense (unless there shall be a conflict of interest which would prevent representation by joint counsel, in which event the indemnifying Party shall pay for the other Party’s counsel); provided, that, the indemnifying Party may not settle the liability, claim, suit, action or expense, or otherwise admit fault of the other Party or consent to any judgment, without the written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, no delay in the notification of the existence of any claim of Loss shall cause a failure to comply with this Section 10.2 as long as such delay shall not have materially impaired the rights of the indemnifying Party. ​ ​ ​ CONFIDENTIAL EXECUTION VERSION ​ ​

2Procedure. If Tenant desires to effect a Transfer, Tenant shall deliver written notice of such intent to Landlord at least thirty (30) days prior to the proposed effective date of the Transfer ("Transfer Request"). Each Transfer Request must contain, or be accompanied with, each of the following: (i) a copy of the proposed Transfer documents; (ii) a detailed description of the proposed Transferee's business to be conducted upon the Premises and certification that it is a Permitted Use; (iii) the business resume of the principals of the Transferee; (iv) the latest audited and the latest unaudited quarterly financial statements of the proposed Transferee; (v) the economic terms and consideration for the transaction; and (vi) any other documentation and information reasonably required by Landlord. Within thirty (30) days after Xxxxxxxx's receipt of the Transfer Request and all of the information required pursuant to this Clause 18.2, Landlord shall notify Tenant in writing that Landlord has elected to (1) consent to such proposed Transfer (subject to the provisions hereof), or (2) withhold consent to such proposed Transfer.

2Procedure. The publishing Party shall provide the non-publishing Party with an advance copy of the proposed Publication at least [*] ([*]) prior to the date of the submission for such Publication or the date of presentation of such Publication, whichever is earlier, of any such submitted materials. The non-publishing Party shall review such submitted materials and respond to the submitting Party within [*] for any Publication in which to recommend any changes it reasonably believes are necessary to preserve any patentable invention or protect any Confidential Information belonging in whole or in part to the non-publishing Party. If the non-publishing Party informs the publishing Party that such Publication, in the non-publishing Party’s reasonable judgment, could be expected to (a) have a material adverse effect on any patentable invention owned by or licensed, in whole or in part, to the non-publishing Party, or (b) include any Confidential Information of the non-publishing Party, the publishing Party shall delay or prevent such Publication as follows: (i) with respect to a patentable invention, such Publication shall be delayed sufficiently long (not to exceed [*]) to permit the timely preparation and filing of a patent application; and (ii) with respect to Know-How which is Confidential Information of such non-publishing Party, such Know-How shall be deleted from the Publication upon the reasonable request of the non-publishing Party. In the event, the non-publishing Party does not respond within the period specified above, the publishing Party will be free to make such proposed Publication or presentation. Notwithstanding the foregoing, in the event the Parties are unable to agree on whether to release a Publication or the content contained in a Publication, then (A) Xencor shall have final decision-making authority for all Publications regarding Xencor Platform Technology, and (B) Atreca shall have final decision-making authority for all Publications regarding Atreca Platform Technology.

2Procedure. The contracting authority must formally notify the contractor of its intention to reduce payment and the corresponding calculated amount. The contractor has 30 days following the date of receipt to submit observations. Failing that, the decision becomes enforceable the day after the time limit for submitting observations has elapsed. If the contractor submits observations, the contracting authority, taking into account the relevant observations, must notify the contractor: (a) of the withdrawal of its intention to reduce payment; or

2Procedure. Arbitration of Arbitrable Claims shall be in accordance with the then existing JAMS Rules for the Resolution of Employment Disputes, as amended ("JAMS Employment Rules"), as augmented in this Agreement. Arbitration shall be initiated as provided by the JAMS Employment Rules, although the written notice to the other Party initiating arbitration shall also include a statement of the claim(s) asserted and all the facts upon which the claim(s) are based. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted at the JAMS office located nearest to the location where Executive performs services for the Company. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 9.

2Procedure. Buyer will notify Seller promptly after Xxxxx becomes aware of the basis for a Claim under this Section 9 or under Section 11.7. The Parties will cooperate with each other to determine the root cause of a defect in or failure of the Supplies (and related systems and components) and an equitable allocation of responsibility among all responsible parties. Seller may examine and test all available Supplies and related systems and components that are subject to a third-party Claim. Buyer will endeavor to include Seller in settlement discussions where indemnity has been or will be sought from Seller, and Xxxxx may not settle or compromise any third-party Claim that gives rise to an indemnification claim without Seller’s prior written consent, which will not be unreasonably withheld or delayed. 10Compliance with Laws. Seller will comply with applicable laws, ordinances, rules and regulations (“Laws”) of the United States, Canada, Mexico and any other country in which the Supplies are manufactured or delivered (as well any of their respective states, provinces or other political subdivisions). Each of the Parties will supply the other Party with all certifications and information reasonably requested by the other to assist the requesting Party in complying with its obligations under any Laws. 11Intellectual Property Rights.

2Procedure. 7.2. 1Requests for classification review may originate with the Union, the College or an employee. Requests for salary review may originate with the Union or the College. The request must be in writing and submitted to the Coordinator of Human Resources. 7.2. 2Except by mutual agreement of the Union and the College or where a significant change in duties or responsibilities can be demonstrated, a request for classification review from any source may be rejected by either party if less than two (2) years has elapsed since the resolution of the last classification review. Should the parties fail to agree on the status of any request the matter may be referred to the arbitrator for a decision as provided in Clause 7.2.15. 7.2. 3The College will conduct a review of the position using the Terms of Reference contained in Clause 7.1.

2Procedure. The contracting authority must formally notify the contractor of its intention to apply liquidated damages and the corresponding calculated amount. The contractor has 30 days following the date of receipt to submit observations. Failing that, the decision becomes enforceable the day after the time limit for submitting observations has elapsed. If the contractor submits observations, the contracting authority, taking into account the relevant observations, must notify the contractor: (a) of the withdrawal of its intention to apply liquidated damages; or (b) of its final decision to apply liquidated damages and the corresponding amount.