Common use of Assertion of Claim Clause in Contracts

Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter which is subject to a claim for indemnification under this Section 13, then such party (an "Indemnified Party") shall promptly give written notice to the other party or parties (the "Indemnifying Party") of such claim, action or proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding, at such Indemnifying Party's own cost and expense, and if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, action or proceeding at its own cost and expense. In no event shall Shasun institute, settle or otherwise resolve any claim or potential claim, action or proceeding relating to the Developed Products or any trademarks, patents or other intellectual property of or licensed to Alpharma without the prior written consent of Alpharma.

Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding (which shall mean any action, claim, suit, proceeding, arbitration or Governmental or Regulatory Authority action, notification, investigation or audit, hereinafter referred to as an “Action or Proceeding”) involves a matter which is subject to a claim for indemnification under this Section 13Section, then such party (an "“Indemnified Party"”) shall promptly give written notice to the other party or parties (the "“Indemnifying Party"”) of such claim, action Action or proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding, at such Indemnifying Party's own cost and expense, and if Proceeding. If the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken (or otherwise confirms its indemnification obligation responsibility to the satisfaction of the Indemnified Party) and if the Indemnified Party is reasonably assured of the Indemnifying Party's ’s ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may shall take over the defense of such claim, action Action or proceedingProceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, action Action or proceeding Proceeding at its own cost and expense. In no event shall Shasun institute, the Indemnifying Party settle or otherwise resolve any such claim or potential claim, action Action or proceeding relating to the Developed Products or any trademarks, patents or other intellectual property of or licensed to Alpharma Proceeding without the prior written consent of Alpharmathe Indemnified Party, which consent shall not be unreasonably withheld. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action Action or proceedingProceeding, and such claim, action Action or proceeding Proceeding involves a matter which is subject to a claim for indemnification under this Section 136, then such party (an "Indemnified Party") shall promptly give written notice to the other party or parties (the "Indemnifying Party") of such claim, action Action or proceedingProceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action Action or proceedingProceeding, at such Indemnifying Party's own cost and expense, and if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action Action or proceedingProceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, action Action or proceeding Proceeding at its own cost and expense. In no event shall Shasun the Manufacturer or the Buyer institute, settle or otherwise resolve any claim or potential claim, action Action or proceeding Proceeding relating to the Developed Products or any trademarks, patents or other intellectual property of or licensed to Alpharma Buyer without the prior written consent of Alpharmathe other party.

Assertion of Claim. In the event that any claim Claim or Proceeding is asserted or imposed against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action Claim or proceeding Proceeding involves a matter which is subject to a claim for indemnification under this Section 139, then such party (an "“Indemnified Party"”) shall promptly give written notice to the other party or parties (the "“Indemnifying Party"”) of such claim, action Action or proceedingProceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action Action or proceedingProceeding, at such Indemnifying Party's ’s own cost and expense, and if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ’s ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action Action or proceedingProceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, action Action or proceeding Proceeding at its own cost and expense. In no event shall Shasun COMPANY institute, settle or otherwise resolve any claim or potential claim, action Action or proceeding Proceeding relating to the Developed Products Product(s) or any trademarks, patents or other intellectual property of or licensed to Alpharma PFIZER without the prior written consent of AlpharmaPFIZER.

Assertion of Claim. In the event that any claim If a Claim is asserted against any or sought to be collected by a third party hereto(“Third Party Claim”), or any party hereto is made Indemnitee shall notify the Indemnitor by a party defendant in any action or proceedingNotice of Claim. The Indemnitee shall enclose with the Notice of Claim a copy of all material papers served with respect to such Third Party Claim, if any, and any other material documents evidencing such Third Party Claim. The Indemnitor shall have 30 days from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor (x) irrevocably acknowledges in writing that such Claim is fully subject to indemnification (without reservation of rights and, only thereafter) and (y) desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”); provided, however, that Indemnitor shall not be entitled to assume control of the defense of a Third Party Defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the reasonable fees and expenses of counsel retained by the Indemnitee if (1) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal Proceeding; (2) an adverse determination with respect to the Proceeding giving rise to such Third Party Claim would be materially detrimental to the Indemnitee’s future business prospects; (3) the Third Party Claim seeks an injunction or equitable relief against the Indemnitee; (4) a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; or (5) Buyer seeks recovery under an applicable insurance policy for the claim, action in which case Buyer or proceeding involves a matter which is subject to a claim for indemnification under this Section 13, then such party (an "Indemnified Party") shall promptly give written notice to the other party or parties (the "Indemnifying Party") of such claim, action or proceeding, and such Indemnifying Party applicable insurer shall have the right to join control such defense. If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of said claimthe Third Party Claim but the Indemnitor shall control the investigation, action defense and settlement thereof, (ii) the Indemnitee shall not file any papers or proceeding, at such Indemnifying Party's own cost and expense, and if consent to the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount entry of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnified Party shall have the right to approve enter into any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, action or proceeding at its own cost and expense. In no event shall Shasun institute, settle or otherwise resolve any claim or potential claim, action or proceeding relating settlement with respect to the Developed Products or any trademarks, patents or other intellectual property of or licensed to Alpharma Third Party Claim without the prior written consent of Alpharmathe Indemnitor (not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee to the extent such judgment or settlement provides for equitable relief or fails to provide a full and unconditional release of Indemnitee and its Affiliates. The Parties shall use commercially reasonable efforts to minimize Losses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto; provided, that no Party nor any of its Affiliates or their respective Representatives shall be required to provide access to or disclose documents or information where, upon the advice of counsel, such access or disclosure would jeopardize privilege, contravene any applicable Laws or violate any obligation of confidentiality to which such access, documents or information may be subject in discharging their obligations pursuant to this Section 8.5, except where such confidentiality obligation can be remedied by the other Party entering into a separate confidentiality agreement with terms no more restrictive than the confidentiality obligations of such Party. Whether or not the Indemnitor has assumed the Third Party Defense, such Indemnitor shall not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written approval (such approval not to be unreasonably delayed or withheld).

Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action Action or proceedingProceeding, and such claim, action Action or proceeding Proceeding involves a matter which is subject to a claim for indemnification under this Section 138, then such party (an "“Indemnified Party"”) shall promptly give written notice to the other party or parties (the "“Indemnifying Party"”) of such claim, action Action or proceedingProceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action Action or proceedingProceeding, at such Indemnifying Party's ’s own cost and expense, and if . If the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ’s ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action Action or proceedingProceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, action Action or proceeding Proceeding at its own cost and expense. In no event shall Shasun (i) the Manufacturer institute, settle or otherwise resolve any claim Action or Proceeding or potential claim, action Action or proceeding Proceeding relating to the Developed Products or any trademarks, patents or other intellectual property of or licensed to Alpharma Warner without the prior written consent of AlpharmaWarner, which consent shall not be unreasonably withheld or delayed; or (ii) Warner institute, settle or otherwise resolve any Action or Proceeding or potential Action or Proceeding relating to any patents or other intellectual property of or licensed to the Manufacturer without the prior written consent of the Manufacturer, which consent shall not be unreasonably withheld or delayed.