Common use of Condition of Indemnification Clause in Contracts

Condition of Indemnification. If either party expects to seek indemnification under this Article, it shall promptly give notice to the indemnifying party of the basis for such claim of indemnification. If indemnification is sought as a result of any Third Party claim or suit, such notice to the indemnifying party shall be within fifteen (15) days after receipt by the other party of such claim or suit; provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each such party shall cooperate fully with the other party in the defense of all such claims or suits. No offer of settlement, settlement or compromise shall be binding on a party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases the other party without any liability, loss, cost or obligation to such party.

Appears in 3 contracts

Samples: Supply Agreement (Ista Pharmaceuticals Inc), License Agreement (Ista Pharmaceuticals Inc), License Agreement (Ista Pharmaceuticals Inc)

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Condition of Indemnification. If either party Party expects to seek indemnification under this ArticleArticle 13, it shall promptly give notice to the indemnifying party Party of the basis for such claim of indemnification. If indemnification is sought as a result of any Third Party claim or suit, such notice to the indemnifying party Party shall be within fifteen (15) days after receipt by the other party Party of such claim or suit; provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party Party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each such party Party shall cooperate fully with the other party Party in the defense of all such claims or suits. No offer of settlement, settlement or compromise shall be binding on a party Party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases the other party Party without any liability, loss, cost or obligation to such partyParty.

Appears in 1 contract

Samples: 21 License Agreement (Ista Pharmaceuticals Inc)

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Condition of Indemnification. If either party Party expects to seek indemnification under this ArticleArticle 4, it shall promptly give notice to the indemnifying party Party of the basis for such claim of indemnification. If indemnification is sought as a result of any Third Party claim or suit, such notice to the indemnifying party Party shall be within fifteen (15) days after receipt by the other party Party of such claim or suit; provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party Party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each such party Party shall cooperate fully with the other party Party in the defense of all such claims or suits. No offer of settlement, settlement or compromise shall be binding on a party Party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases the other party Party without any liability, loss, cost or obligation to such partyParty.

Appears in 1 contract

Samples: Supply Agreement (Ista Pharmaceuticals Inc)

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