Cooperation and Mitigation. If requested by the indemnifying Party, the indemnified Person agrees to cooperate with the indemnifying Party and its counsel in contesting any Third Party Claim which the indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person; provided that the indemnifying Party shall reimburse the indemnified Person for any reasonable expenses incurred by it in so cooperating at the request of the indemnifying Party. The indemnified Party has a duty to mitigate any Claims to which a right of indemnity applies under this Agreement.
Cooperation and Mitigation. The Indemnified Party and the Indemnifying Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, shall cooperate in good faith to resolve such Third Party Claims, and shall take commercially reasonable efforts to mitigate Losses.
Cooperation and Mitigation. The Data Processor shall cooperate with any remedy that that the Data Controller, in its discretion, determines is necessary to:
Cooperation and Mitigation. In the event of an Unauthorized Access to information by [Brand- Retailer] or its Representatives, [Brand-Retailer] shall cooperate with any remediation the Protocol, in its discretion, determines is necessary to address any applicable reporting obligations that it may owe to the entity whose information has been accessed, including any obligations that may arise under any Applicable Law with respect to data breaches, and shall mitigate any effects of such Unauthorized Access, including reasonable measures necessary to restore goodwill with Aggregators, Participating Cotton Producers and the reputation of the Protocol with the public.
Cooperation and Mitigation. The Indemnifying Party and the Indemnified Party shall reasonably cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making all reasonable best efforts to mitigate or resolve any such claim or liability. In the event that an Indemnified Party fails to make such reasonable best efforts to mitigate or resolve any such claim or liability, then notwithstanding anything else to the contrary contained herein, the Indemnifying Party shall not be required to indemnify the Indemnified Party for any Losses that would reasonably be expected to have been avoided if the Indemnified Party had made such efforts.
Cooperation and Mitigation. If requested by the indemnifying Party, the indemnified Person agrees to cooperate with the indemnifying Party and its counsel in contesting any Third Party Claim which the indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person; provided that the indemnifying Party shall reimburse the indemnified Person for any reasonable expenses incurred by it in so cooperating at the request of the indemnifying Party. The indemnified Party has a duty to mitigate any Claims to which a right of indemnity applies under this Agreement. The amount of any Claims hereunder shall be reduced by the reduction in the Tax liability actually recognized by the indemnified Party in the taxable year in which such Claim is incurred to the extent such reduction is attributable to any deduction, loss, credit, Tax basis or other Tax item resulting from or arising out of such Claim.
Cooperation and Mitigation. The Parties shall cooperate with each other with respect to resolving any Claim or Liability with respect to which one Party is obligated to indemnify the other Party hereunder, including by using commercially reasonable efforts to mitigate or resolve any such Claim or Liability.
Cooperation and Mitigation. Each Party agrees to cooperate in any Security Breach investigation undertaken by, or otherwise involving the other Party and to take reasonable measures to mitigate the harmful effects of any Security Breach, of which that Party becomes aware.
Cooperation and Mitigation. Both Parties will co-operate in good faith to avoid and mitigate Data Privacy Claims keeping in consideration the rights of affected data subjects and the reputation of each Party. The Parties agree to provide each other reasonable assistance in investigating, mitigating, and resolving any Data Privacy Claims. Any information and materials exchanged or discovered in the course of such investigations, mitigation and resolution will be the disclosing Party’s Confidential Information.
Cooperation and Mitigation. Prisms shall cooperate with any remediation that District, acting reasonably, determines is necessary to address any applicable reporting requirements, and mitigate any effects of such unauthorized use or disclosure of the data, including measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public.
