Claim for Indemnification. Whenever any Claim or Loss will arise for which an Eagle Indemnitees or an Cephalon Indemnitees (the “Indemnified Party”) may be entitled to indemnification may be sought under this Section 14, the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 14.2 will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party will not settle or compromise any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will either the Indemnified Party or Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, that would bind or impair the other Party, or that includes any admission that any intellectual property or proprietary right of the other Party or to which the other Party has an exclusive license (or option to obtain or make effective an exclusive license) hereunder is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information will be subject to Section 11.
Claim for Indemnification. Any party seeking indemnification under the provisions of this Agreement, within ninety (90) days after the time it discovers that it has a claim against another party (a “Personal Claim”) or promptly upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it which relates to this Agreement (a “Third-Party Claim”), shall give written notice of such claim, or the commencement of such action, to the party from whom indemnification will be sought hereunder.
Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a Partner Indemnitee or an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification and Insurance), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss; provided, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will assume defense thereof at its own expense promptly upon notice of such Third Party Claim. In no event will the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement (x) does not include a complete release from liability on such Third Party Claim, or (y) includes any admission of wrongdoing by the Indemnified Party or that any intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable.
Claim for Indemnification. Whenever any claim shall arise for indemnification under Section 12.5, the Maxygen Indemnitees or Astellas Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for the claim. The Indemnifying Party shall promptly assume, and have the right to control, the defense and settlement thereof at its own expense. The Indemnified Party shall not settle or compromise any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event shall either the Indemnified Party or Indemnifying Party settle any claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party, or result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable. The provisions of this Article 12 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party and shall not be shared by the Parties pursuant to this Agreement, including the Financial Exhibit.
Claim for Indemnification. Sellers shall be given prompt written notice of each claim for indemnification under this Section 12, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. The Sellers’ Representative shall be given prompt notice of and shall then have the right to contest, negotiate or settle any such claim or demand through counsel of their own selection, satisfactory to Purchaser and Parent and solely at their own cost, risk, and expense. Notwithstanding the preceding sentence, the Company Representors or Seller Representors shall not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent of Purchaser and Parent, which consent shall not be unreasonably withheld or delayed. By way of illustration and not limitation it is understood that Purchaser and Parent may object to a settlement or compromise which includes any provision which in its reasonable judgment may have an adverse impact on or establish an adverse precedent to Purchaser and Parent or any of its subsidiaries. If the Sellers’ Representative fails to give written notice to Purchaser and Parent of their intention to contest or settle any such claim or demand within twenty (20) calendar days after Purchaser and Parent has notified the Sellers’ Representative that any such claim or demand has been made in writing and received by Purchaser and Parent, or if any such notice is given but any such claim or demand is not promptly contested by the Sellers’ Representative, Purchaser and Parent shall have the right to take on the defense of such third party claim and to satisfy and discharge the same by payment, compromise, or otherwise. The Company Representors, Seller Representors, Purchaser and Parent agree to cooperate and make available to Sellers all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Sellers’ defense against any such claim.
Claim for Indemnification. Whenever any claim shall arise for indemnification under this Article 8, the Party entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party from which it is seeking indemnification (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for the claim. The Indemnifying Party may, upon notice to the Indemnified Party, assume defense thereof at its own expense. The Indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall Indemnifying Party settle any claim without the prior consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money that would bind or impair the Indemnified Party.
Claim for Indemnification. Sellers shall be given prompt written notice of each claim for indemnification under this Section 14, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. Sellers’ Representative and Purchaser shall instruct the Escrow Agent to pay to either the Company, Purchaser or NAVTEQ from the Escrow Amount an amount equal to any payment entitled to be received under Section 14.1, 14.2 or 14.4; provided that Purchaser or NAVTEQ may retain all or any portion of the Deferred Payment to satisfy any claim for indemnification under Section 14.1(h). If the Escrow Amount and/or the Deferred Payment are not sufficient to satisfy Certain Sellers’ or Sellers’ indemnification obligations set forth above, as the case may be, Certain Sellers or Sellers, as the case may be, shall remain liable for the deficiency. Certain Sellers or Sellers, as the case may be, shall be given prompt notice of and a reasonable opportunity to defend any claim against Purchaser, NAVTEQ or the Company by a third party which might result in a claim for indemnification under this Section 14. The Company, Purchaser and NAVTEQ agree to cooperate and make available to Sellers all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Sellers’ defense against any such claim.
Claim for Indemnification. Purchaser shall be given prompt written notice of each claim for indemnification under this Section 15, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. Purchaser shall be given prompt notice of and a reasonable opportunity to defend any claim against Sellers by a third party which might result in a claim for indemnification under this Section 15. Sellers agree to cooperate and make available to Purchaser all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Purchaser’s defense against any such claim.
Claim for Indemnification. Any claim for indemnification made under Section 10.1 hereof must be made by a written notice to S1 Holdings. Such notice shall specify in reasonable detail the particulars of the claim for indemnity and the basis upon which indemnity is claimed.
Claim for Indemnification. In the event that any of the Company Parties makes a claim for indemnification pursuant to Section 7(a), the Company Parties shall provide Consultant with notice of the claim, in writing, specifying the nature of the claim and the extent of indemnification sought (to the extent then known by the Company Parties). The Company Parties shall retain the right to engage counsel in the defense of any claim within the scope of the indemnification provision set forth in Section 7(a), and shall submit timely requests for payment to Consultant. Notwithstanding the foregoing, Consultant may satisfy its indemnification obligations, either in whole or in part, by providing applicable insurance that covers any such claim asserted against the Company Parties. To the extent that any insurance is not adequate to cover the full extent of the claim, Consultant shall remain responsible for all amounts owed above the limits of such insurance.
