Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. If either party seeks indemnification from the other hereunder, it shall promptly give notice to the other party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party in the investigation and defense of all such claims or suits. The indemnifying party shall have the option to assume the other party’s defense in any such claim or suit with counsel reasonably satisfactory to the other party. No settlement or compromise shall be binding on a party hereto without its prior written consent, such consent not to be unreasonably withheld.

Appears in 5 contracts

Samples: Development and Supply Agreement (Amag Pharmaceuticals Inc.), Development and Supply Agreement (Kythera Biopharmaceuticals Inc), Development and Supply Agreement (Oxygen Biotherapeutics, Inc.)

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Conditions of Indemnification. If either party Party seeks indemnification from the other hereunder, it shall promptly give notice to the other party Party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party Party in the investigation and defense of all such claims or suits. The indemnifying party Party shall have the option to assume the other partyParty’s defense in any such claim or suit with counsel reasonably satisfactory to the other partyParty. No settlement or compromise shall be binding on a party Party hereto without its prior written consent, such consent not to be unreasonably withheld.

Appears in 3 contracts

Samples: Commercial Supply Agreement (FBEC Worldwide Inc.), Commercial Supply Agreement (Lifevantage Corp), Master Supply Agreement (Genzyme Corp)

Conditions of Indemnification. If either party Party seeks indemnification from the other hereunder, it shall promptly give notice to the other party Party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party Party in the investigation and defense of all such claims or suits. The indemnifying party Party shall have the option to assume the other party’s Party's defense in any such claim or suit with counsel reasonably satisfactory to the other partyParty. No settlement or compromise shall be binding on a party Party hereto without its prior written consent, such consent not to be unreasonably withheld.

Appears in 2 contracts

Samples: u.s. Distribution Agreement (Supergen Inc), u.s. Distribution Agreement (Supergen Inc)

Conditions of Indemnification. If either party Party seeks indemnification from the other hereunder, it shall promptly give notice to the other party Party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party Party in the investigation and defense of all such claims or suits. The indemnifying party Party shall have the option to assume the other partyParty’s defense in any such claim or suit with counsel reasonably satisfactory to the other partyParty. No settlement or compromise shall be binding on a party Party hereto without its prior written consent, such consent not to be unreasonably delayed or withheld.

Appears in 2 contracts

Samples: Api Supply Agreement, Api Supply Agreement (Hospira Inc)

Conditions of Indemnification. If either party seeks indemnification from the other hereunder, it shall promptly give notice to the other party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification indemnifcation and shall cooperate fully with the other party in the investigation and defense of all such claims or suits. The indemnifying party shall have the option to assume the other party’s 's defense in any such claim or suit with counsel reasonably satisfactory to the other party. No settlement or compromise shall be binding on a party hereto without its prior written consent, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Development and Supply Agreement (Cubist Pharmaceuticals Inc)

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Conditions of Indemnification. If either party Party seeks indemnification from the other hereunder, it shall promptly give notice to the other party Party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party Party in the investigation and defense of all such claims or suits. The indemnifying party Party shall have the option to assume the other party’s Party's defense in any such claim or suit with counsel reasonably satisfactory to the other partyParty. No settlement or compromise shall be binding on a party Party hereto without its prior written consent, such consent not to be unreasonably delayed or withheld.

Appears in 1 contract

Samples: Manufacture and Supply Agreement (Hospira Inc)

Conditions of Indemnification. If either party Party seeks indemnification from the other hereunder, it shall promptly give notice to the other party Party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party Party in the investigation and defense of all such claims or suits. The indemnifying party Party shall have the option to assume the other partyParty’s defense in any such claim or suit with counsel which is reasonably satisfactory to the other partyParty. No settlement or compromise shall be binding on a party Party hereto without its prior written consent, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Commercial Supply Agreement (Lifevantage Corp)

Conditions of Indemnification. If either party seeks indemnification from the other hereunder, it shall promptly give notice to the other party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party in the investigation and defense of all such claims or suits. The indemnifying party shall have the option to assume the other party’s 's defense in any such claim or suit with counsel reasonably satisfactory to the other party. No settlement or compromise shall be binding on a party hereto without its prior written consent, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Development and Supply Agreement (NPS Pharmaceuticals Inc)

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