Notice and Cooperation. Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.
Notice and Cooperation. In connection with indemnification obligations under the Contract, the parties agree to furnish prompt written notice to each other of any third-party claim. Any Customer affected by the claim will reasonably cooperate with Supplier and defense of the claim to the extent its interests are aligned with Supplier. Supplier shall use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim against Indemnified Parties that are not a State agency, where relief against the Indemnified Parties is limited to monetary damages that are paid by the defending party under indemnification provisions of the Contract.
Notice and Cooperation. Institution and Principal Investigator agree to provide Sponsor with prompt notice of, and full cooperation in handling, any claim that is subject to indemnification. If so requested by Xxxxxxx, Institution and Principal Investigator agree to authorize Sponsor to carry out the sole management of defense of an indemnified claim.
Notice and Cooperation. The party seeking defense or settlement of a third-party claim under this Section 7 will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the defending party under this Section 7.
Notice and Cooperation. If a Claim is asserted against a Party for which the Party would be liable under the provisions of this Section, it is a condition precedent to the indemnifying Party’s obligations hereunder that the indemnified Party gives the indemnifying Party written notice of such Claim setting forth full particulars of the Claim, as known by the indemnified Party, including a copy of the Claim (if it was a written Claim). The indemnified Party shall make a good faith effort to notify the indemnifying Party in writing within one (1) month of receipt of a Claim and shall in all events effect such notice within such time as will allow the indemnifying Party to defend against such Claim and no later than three (3) calendar months after receipt of the Claim by the indemnified Party. The notice of a Claim given hereunder is referred to as a “Claim Notice.”
Notice and Cooperation. (a) If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made for Taxes ("Tax Claim") against a party entitled to indemnification with respect thereto pursuant to this Agreement (an "Indemnitee") or if the Indemnitee receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding ("Proceeding"), the Indemnitee shall promptly notify the party obligated to so indemnify (the "Indemnitor") of such Tax Claim or notice of Proceeding. If a notice of a Tax Claim or Proceeding is not given to an Indemnitor within a sufficient period of time or in reasonable detail, Indemnitor shall not be liable to Indemnitee to the extent that Indemnitor's position is actually prejudiced as a result thereof. If an Indemnitor receives notice of a Tax Claim or notice of Proceeding for which the Indemnitor is responsible under the Agreement, such Indemnitor shall promptly notify the Indemnitee thereof if such Tax Claim or Proceeding could directly or indirectly affect (adversely or otherwise) any Indemnitee (determined without regard to this Agreement).
(b) The party controlling the defense, settlement or compromise of any Proceeding or any Tax claim shall keep the other party hereto duly informed of the progress thereof to the extent such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) such other party (determined without regard to this Agreement).
(c) If the Indemnitor controls the defense, settlement or compromise of any Proceeding or Tax Claim for which it is responsible, the Indemnitee shall nevertheless cooperate in such defense, settlement or compromise as and to the extent reasonably requested by Indemnitor. Such cooperation shall be at Indemnitor's expense (on a current basis), including all liabilities, costs and expenses (including reasonable attorneys' fees and accounting fees but excluding in-house legal or tax assistance) incurred in connection with such cooperation and authorized by Indemnitor.
(d) If the Indemnitor does not control the defense, settlement or compromise of any Proceeding or Tax Claim for which it is responsible, it shall nevertheless (i) cooperate (at its own expense) in such defense, settlement or compromise to the extent reasonably requested by Indemnitee and (ii) indemnify (on a current basis) Indemnitee against any reasonable liabilities, costs and expenses (including reasonably attorney's and acco...
Notice and Cooperation. Subject to applicable Laws relating to the sharing of information, in connection with obtaining or making all authorizations, consents, orders, approvals or filings that are or may become necessary, proper or advisable to be obtained or made to consummate the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause their respective Subsidiaries to, promptly notify each other of any communication it receives from any Governmental Entity and permit the other party to review in advance any proposed communication by such party to any Governmental Entity and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of the staff of any Governmental Entity, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement. In connection with the efforts to obtain all requisite approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, Parent shall take the lead in directing strategy, subject to reasonable consultation with the Company, in connection with all matters relating to obtaining clearances and approvals from Governmental Entities and the expiration of waiting periods. The Company shall not, and shall cause its Subsidiaries not to, agree to participate in any meeting with any Governmental Entity relating to the matters that are the subject of this Agreement unless it consults with Parent in advance and, to the extent permitted by the relevant Governmental Entity, gives Parent the opportunity to attend and participate at such meeting. Each of Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.03 as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Parent or the Company, as the case may be, or its legal counsel.
Notice and Cooperation. If either Party hereunder receives notice of any claim or of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 12.1 or 12.2 hereof may apply:
12.3.1 The party seeking indemnification shall notify the indemnifying party of such fact within fourteen (14) days at the address noted in Section 13.7; provided that the failure to so notify shall not release an indemnifying party of its obligation hereunder unless such failure shall be materially detrimental to the defense of any such action, proceeding or investigation; and
12.3.2 The party seeking indemnification shall cooperate with and assist the indemnifying party and its representatives in the investigation and defense of any claim and/or suit for which indemnification is provided.
Notice and Cooperation. Any Indemnitee seeking indemnification under Section 9.1 shall provide DERMA with prompt written notice of any claim, demand, suit, action or judgment for which indemnification is sought under this Agreement. An Indemnitee’s failure to deliver written notice to DERMA within a reasonable time after the commencement of any such action, to the extent prejudicial to the DERMA’s ability to defend such action, shall relieve DERMA of liability to the Indemnitee under this Section 9. DERMA agrees, at its own expense, to provide attorneys reasonably acceptable to the Indemnitees to defend against any such claim. The Indemnitees shall cooperate fully with DERMA in such defense and will permit DERMA to conduct and control such defense and the disposition of such claim, suit, or action (including all decisions relative to litigation, appeal and settlement); provided, however, that any Indemnitee shall have the right to retain its own counsel at the expense of DERMA, if representation of such Indemnitee by the counsel retained by DERMA would be inappropriate because of actual or potential conflicts in the interests of such Indemnitee and any other party represented by the counsel retained by the DERMA. DERMA agrees to keep the Indemnitees informed of the progress in the defense and disposition of such claim and to consult with the Indemnitees with regard to any proposed settlement. The indemnification under this Section 8 shall not apply to amounts paid in settlement of any liability, claim, lawsuit, loss, demand, damage, cost or expense if such settlement is effected without the consent of DERMA.
Notice and Cooperation. Institution agrees to provide Sponsor with prompt notice of, and full cooperation in handling, any claim that is subject to indemnification.
