Notice and Assistance. The indemnified party shall: (i) provide the indemnifying party reasonably prompt notice in writing of any Claim and permit the indemnifying party to answer and defend such Claim through counsel chosen and paid by the indemnifying party; and (ii) provide information, assistance and authority to help the indemnifying party defend such Claim. The indemnified party may participate in the defense of any Claim at its own expense. The indemnifying party will not be responsible for any settlement made by the indemnified party without the indemnifying party's written permission, which will not be unreasonably withheld or delayed. In the event the indemnifying party and the indemnified party agree to settle a Claim, the indemnified party agrees not to publicize the settlement without first obtaining the indemnifying party's written permission.
Notice and Assistance. Employee shall give adequate written notice to the Company as soon as practicable of all Proprietary Information created by Employee during Employee's employment with the Company, assist the Company in evaluating the Proprietary Information for patent, trade secret and copyright protection and sign all documents and do all things necessary at the expense of the Company to assist the Company in the protection, development, marketing or transfer of such Proprietary Information.
Notice and Assistance. A party (the "indemnitee") which intends to claim indemnification under this Section 9 shall promptly notify the other party (the "indemnitor") in writing of any action, claim or other matter in respect of which the indemnitee or any of its employees or agents intend to claim such indemnification. The indemnitee shall permit, and shall cause its employees and agents to permit, the indemnitor, at its discretion, to settle any such action, claim or other matter and agrees to the complete control of such defense or settlement by the indemnitor; provided, however, that such settlement does not adversely affect the indemnitee's rights hereunder or impose any obligations on the indemnitee in addition to those set forth herein in order for it to exercise such rights. No such action, claim or other matter shall be settled without the prior written consent of the indemnitor and the indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. At the expense of the indemnitor, the indemnitee shall render the indemnitor all assistance reasonably necessary in defending against such claim, suit, or action. The indemnitee party shall have the right at its expense, to retain separate counsel to act in an advisory capacity in connection with any matter involving a claim for indemnity and the indemnitor will cooperate with such counsel.
Notice and Assistance a. The Consortium Member shall report to the Agreements Officer, through the CM, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Consortium Member has knowledge.
Notice and Assistance. If Argent intends to claim indemnification under Section of this Agreement, Argent shall promptly notify Vertical in writing of any action, claim or other matter in respect of which Argent or any of its respective shareholders, directors, officers, employees and agents intend to claim such indemnification. Argent shall permit, and shall cause its employees and agents to permit, Vertical, at its discretion, to settle any such action, claim or other matter and agrees to the complete control of such defense or settlement by Vertical; provided, however, that such settlement does not adversely affect Argent’s rights hereunder or impose any obligations on Argent in addition to those set forth herein in order for it to exercise such rights. No such action, claim or other matter shall be settled without the prior written consent of Vertical and Vertical shall not be responsible for any legal fees or other costs incurred other than as provided herein. At the expense of Vertical, Argent shall render all assistance reasonably necessary in defending against such claim, suit, or action. Argent shall have the right, at its expense, to retain separate counsel to act in an advisory capacity in connection with any matter involving a claim for indemnity and Vertical will cooperate with such counsel.
Notice and Assistance. REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2007) This Clause was modified by: P00017.
Notice and Assistance. A Lender affected thereby shall notify the Borrower within a reasonable time after receipt of a notice of assessment or proposed assessment under which such Lender may be liable for additional Indemnified Taxes (and any interest or penalties that may be assessed with respect to such Indemnified Taxes) as a direct result of the Loan. Thereafter, such Lender shall at the Loan Parties’ sole cost and expense, unless to do so might reasonably result in either any increased liabilities or expenses which have not been fully secured by the Loan Parties or any other material adverse effect on such Lender, (a) provide reasonable assistance to the Loan Parties in contesting such proposed assessment or assessment, and (b) not settle or compromise the contest of such proposed assessment or assessment without the Borrower’s consent (not to be unreasonably withheld). In addition to the foregoing, provided that the same will not result in material costs and expenses which have not been fully secured for by the Loan Parties, and at the Loan Parties sole cost and expense, the Lenders will upon reasonable request of the Borrower apply for any refund of Taxes which might reasonably be available.
Notice and Assistance. An indemnified person under Sections 12.1(a) or 12.1(b) (“Indemnified Party”) shall give the indemnifying party under Sections 12.1(a) or 12.1(b) (“Indemnifying Party”) prompt written notice of any Loss or discovery of any relevant Third Party Claim upon which such Indemnified Party intends to base a request for indemnification under Sections 12.1(a) or 12.1(b) (an “Indemnification Claim Notice”). Where required the Indemnifying Party shall promptly send a copy of the Indemnification Claim Notice to its relevant insurers and shall permit them to exercise their rights of subrogation and hereafter in this Article 12 “Indemnifying Party” shall be deemed to include any such insurers. In no event shall the Indemnifying Party be liable for any Damages that results from any delay in providing the Indemnification Claim Notice. Each Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Damages claimed (to the extent that the nature and amount of such Damages is known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received in respect of any such Damages. For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by a Party to this Agreement or its insurers.
Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), related to the Product, the Substance, the Trademark, or any Regulatory Approval, asserted or threatened against such Party (the "Defending Party"). With respect to any Actions relating to the Product, the Substance, the Trademark or any Regulatory Approval asserted against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as otherwise provided in this Article 12, reasonably cooperate with and provide such reasonable assistance to such Defending Party as such Defending Party may reasonably request in connection with its defense against such Actions. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Defending Party may reasonably request, provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 13 hereof.
Notice and Assistance. 1. The PLP shall report to the Government through the CM, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of a Prototype Award under this Base Agreement of which the PLP has knowledge.
