Common use of Notice and Cooperation Clause in Contracts

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 Article VII hereof may apply: (a) The party seeking indemnification shall notify the indemnifying party of such fact within 14 days at the address noted in Section 11.7; 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 (b) 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.

Appears in 2 contracts

Samples: Research Agreement (Genencor International Inc), Research Agreement (Genencor International Inc)

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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 Article VII Section 11 hereof may apply: (a) The 11.3.1 the party seeking indemnification shall notify the indemnifying party of such fact within 14 days at the address noted in Section 11.712.8; 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 (b) The 11.3.2 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.

Appears in 2 contracts

Samples: License Agreement (Genencor International Inc), License Agreement (Genencor International Inc)

Notice and Cooperation. If either party 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 Article VII Section 12.1 or 12.2 hereof may apply: (a) 12.3.1 The party seeking indemnification shall notify the indemnifying party of such fact within 14 fourteen (14) days at the address noted in Section 11.713.7; 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 (b) 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.

Appears in 2 contracts

Samples: License Agreement (Epimmune Inc), License Agreement (Genencor International Inc)

Notice and Cooperation. If either party 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 Article VII Section 7.1 or 7.2 hereof may apply: (a) The party the Party seeking indemnification shall notify the indemnifying party Party of such fact within 14 fourteen (14) days at the address noted in Section 11.713.8; provided that the failure to so notify shall not release an indemnifying party Party of its obligation hereunder unless such failure shall be materially detrimental to the defense of any such action, proceeding or investigation; and (b) The party the Party seeking indemnification shall cooperate with and assist the indemnifying party Party and its representatives in the investigation and defense of any claim and/or suit for which indemnification is providedprovided at the indemnifying Party's cost.

Appears in 1 contract

Samples: Transfer Agreement (Genencor International Inc)

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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 Article VII Section 8.3 or 8.4 hereof may apply: (a) The the party seeking indemnification shall notify the indemnifying party of such fact within 14 fourteen (14) days at the address noted in Section 11.713.7; provided that the failure to so notify shall not release an indemnifying party of its obligation obligations hereunder unless such failure shall be materially detrimental to the defense of any such action, proceeding or investigation; and and (b) The 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.

Appears in 1 contract

Samples: License Agreement (Protein Polymer Technologies Inc)

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 Article VII Section 7 hereof may apply: (a) The 7.3.1 the party seeking indemnification shall notify the indemnifying party of such fact within 14 days at the address noted in Section 11.78.7; provided 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 (b) The 7.3.2 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.

Appears in 1 contract

Samples: Collaboration Agreement (Enchira Biotechnology Corp)

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