Notice and Procedure. Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.
Notice and Procedure. Executive shall, prior to accepting any employment or engagement with any person or entity, inform such person or entity in writing of his noncompetition obligations under this Agreement. Executive shall also inform the Company in writing of such prospective employment or engagement prior to accepting such employment or engagement. If the Company or Executive has any concerns that any of Executive’s proposed or actual post-employment activities may be restricted by, or otherwise in violation of, this Section 11, such party shall notify the other party of such concerns and, prior to the Company commencing any action to enforce its rights under this Section 11 or Executive seeking a declaratory judgment with respect to his obligations under this Section 11, the Company and Executive shall meet and confer to discuss the prospective employment or engagement and shall provide the other party with an opportunity to explain why such prospective employment or engagement either does or does not violate this Section 11; provided, however, that the Company’s obligations to give notice under this clause and to meet with Executive before commencing any action shall not apply if Executive has not provided notice before engaging in activities that the Company reasonably believes violate this Section 11. Any such meeting shall occur within three business days of notice and may be held in person or by telephonic, video conferencing or similar electronic means.
Notice and Procedure. If at any time during the Term, Tenant desires to assign or sublet all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "Transfer Date"), Tenant shall give Landlord a notice (the "Transfer Notice") which shall set forth the name, address and business of the proposed assignee or sublessee, information (including financial statements and references) concerning the character of the proposed assignee or sublessee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the "Space"), any rights of the proposed assignee or sublessee to use Tenant's improvements and the like, the Transfer Date, the proposed use for the Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord's receipt of the Transfer Notice, in the case of an assignment or sublease, to terminate this Lease as to the Space as of the date (the "Termination Date") set forth in Landlord's notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Space as of the Termination Date. No failure of Landlord to exercise such option with respect to the Space shall be deemed to be Landlord's consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise such option, Tenant shall be free to assign or sublet the Space to any entity or person upon receipt of Landlord's prior written consent, but only if Tenant's proposed assignment or sublease complies with the terms and provisions of this Article XII and each of the following conditions:
(a) no Event of Default then exists under this Lease;
(b) the assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord;
(c) no assignment or sublease shall be valid, and no assignee or sublessee shall take possession of the Space, until an executed counterpart of the assignment or sublease has been...
Notice and Procedure. All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be asserted and resolved as provided in the following provisions of this Article 14.
Notice and Procedure. Each party shall promptly notify the other party of any claim, demand, suit or threat of suit of which that party becomes aware (except with respect to a threat of suit either party might institute against the other) which may give rise to a right of indemnification pursuant to this Distribution Agreement, but the failure of a party to so notify the other party shall not relieve a party of its indemnification obligations hereunder unless the indemnifying party is materially prejudiced as a result of the failure to receive such notice. The indemnifying party shall be in control of the settlement (so long as any such settlement does not involve an admission of any wrongdoing on the part of the indemnified party, or restrict the indemnified party's future actions and includes a full release of the indemnified party), and defense of any claim which gives rise to indemnification (at no cost to the indemnified party). The indemnifying party and the indemnified party shall cooperate in the settlement or defense of any such claim, demand, suit or proceeding. The indemnified party, at its own cost, may participate in such settlement or defense; provided, that such indemnified party shall not control such settlement or defense. The indemnified party shall not settle such claim, demand, suit or proceeding without the consent of the indemnifying party.
Notice and Procedure. Distributor shall promptly notify Medis in writing of any Claims or amounts subject to indemnity and will render to Medis at Medis’ expense whatever information and assistance Medis may reasonably require in connection with such Claims. Any delay in notice to Medis will relieve Medis of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Claims. Medis will have the sole right to conduct the defense of any Claims and all negotiations for compromise or settlement, except that Medis will not enter into any compromise or settlement that will have the effect of creating any liability or obligation (whether legal or equitable) on Distributor’s part without the prior written consent of Distributor, and no compromise or settlement is authorized unless Distributor is completely released of liability under the compromise or settlement. Any counsel selected by Medis to defend Distributor will be subject to the reasonable approval of Distributor. If Medis, after receiving notice of any Claims, fails to begin the defense of the Claims, or after commencing a defense fails to vigorously proceed with such defense, Distributor may (following written notice to Medis) retain counsel and undertake the defense, compromise, or settlement of the Claims at the expense of Medis.
Notice and Procedure. If the aggrieved is not satisfied with the previous decision or VTA’s response concerning a grievance filed under Section 18 or 19, or ATU’s response concerning a grievance filed under Section 19, s/he may request an arbitration within 90 days after receipt of the decision or response from the informal hearing. However, all liability shall be tolled after 30 days from the date of receipt of the decision of the informal hearing if the request for arbitration is not made before the passage of said 30 days. A party who fails to adhere to the 90 day time limit shall forfeit its case. Within 20 calendar days after the receipt of the notice requesting arbitration, the Union and VTA shall select a neutral arbitrator from a list of seven qualified arbitrators, furnished by the Federal or State Mediation and Conciliation Service. Either party may reject the first list. The parties shall flip a coin to determine who strikes first, at which time alternative striking between the parties shall be conducted. If the selected person is unable to serve, the parties shall request a new list from the Federal or State Mediation and Conciliation Service and strike names as before. In discharge cases, the arbitrator selection will occur within 60 days. Every effort by the parties shall be made to schedule the hearing date within ninety 90 days of the selection of the arbitrator. Where this is not practical, the hearing date shall be scheduled on a date all parties are available. In all other cases, unless mutually agreed to the contrary, each party shall designate an arbitrator to sit with the neutral arbitrator as a panel. A panel of arbitrators, one from VTA, one from the Union, and a neutral arbitrator shall decide the issues submitted to it pursuant to this Section. The three arbitrators shall hold a hearing and receive evidence and argument on the issue(s) submitted to them. Arbitration shall be limited to the issues specifically set forth in the written grievance or the notice of dismissal or discipline which have not been resolved after the completion of the hearing procedures in Section 18 or Section 19 of this Part A. The majority decision shall be submitted in writing to VTA and the Union and shall be final and binding upon all parties. Arbitrators are requested to expedite their decisions as VTA and ATU normally expect a decision to be issued within 20 days after the conclusion of the hearing.
Notice and Procedure. The District agrees to notify the Association in writing of impending layoffs as soon as is reasonable under the circumstances, but prior to the mailing of any layoff notices.
19.2.1 The District and the Association will meet within five (5) work days of such notice to negotiate over any effects of (including possible alternatives to) such action not included within this Agreement.
19.2.2 The proposed layoffs shall be agendized for the next scheduled regular meeting of the Board of Trustees. Written notice of intended layoff shall be mailed to affected workers; after the Board of Trustees issues its final and binding decision at the above-described meeting.
Notice and Procedure. The indemnified Party shall provide indemnifying Party prompt written notice of any such Claim; provided, that any failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnity obligations under this Agreement except to the extent the indemnifying Party is actually prejudiced by such failure or delay. The indemnifying Party shall have the right to control the defense and settlement of such Claim; provided that (a) the indemnifying Party shall not settle any such Claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed and (b) the indemnified Party may, at its option and expense, participate in connection with the defense and settlement of any such Claim. The indemnified Party shall provide, at the indemnifying Party’s request and expense, reasonable cooperation in defending or settling any such Claim.
Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.
