Notice; Cooperation. If any claim, suit or proceeding is commenced alleging patent infringement against MUS or Codexis due to the manufacture, use, sale, offer for sale or importation of a Product or provision of a Service, such Party shall promptly notify the other Party hereto. The Parties shall cooperate reasonably with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Notice; Cooperation. In the event of any such indemnifiable claim, the indemnified Party shall promptly notify the indemnifying Party in writing of the claim and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The indemnified Party shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs, or expenses incurred by the indemnified Party without the indemnifying Party's written consent, such consent to be promptly given and not unreasonably withheld.
Notice; Cooperation. Public Agency and Public Agency Agents shall promptly provide written notice to Design/Builder of any claims, demands, actions, judgments, damages, losses, costs and/or expenses for which Design/Builder may be responsible pursuant to this Article 7. Public Agency and Public Agency Agents shall fully cooperate with Design/Builder, at Design/Builder’s cost and expense, to the extent reasonably necessary or appropriate in connection with the performance of Design/Builder’s obligations pursuant to this Article 7.
Notice; Cooperation. The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process.
Notice; Cooperation. If any member of the Buyer Group or the affiliated group of corporations which includes the Seller and its Affiliates (but, after the Closing, not including the Subsidiary and any subsidiaries of the Subsidiary) (collectively, the "Seller Group") (in either case the "Tax Indemnified Party") receives any written communication from a taxing authority regarding any actual or proposed assessment, official inquiry or proceeding that could give rise to an official determination with respect to any Tax liability or Tax refund claim for any period for which Seller or Buyer, respectively (the "Tax Indemnifying Party"), may be liable (in the case of a liability) or for which Seller or New Sub, respectively, may be entitled (in the case of a refund claim) pursuant to this Agreement, such Tax Indemnified Party (i) shall within 30 days of receipt of such written communication so notify such Tax Indemnifying Party in writing, (ii) shall request in such notice that such Tax Indemnifying Party notify it in writing if it intends to exercise its contest rights hereunder, and (iii) shall, prior to and for at least 30 days after so notifying such Tax Indemnifying Party (or, if less, within a period ending 5 days prior to the date on which the Tax Indemnified Party is required to take action pursuant to such written communication), refrain from making any payment of any Tax claimed and forbear from any settlement negotiations or compromises with respect to such proposed adjustment. The Tax Indemnifying Party agrees to notify the Tax Indemnified Party in writing within such 30 day period if it intends to exercise its contest rights hereunder with respect to the asserted Tax liabilities or the Tax refund claim. The Parties hereto agree to cooperate with each other in connection with any examination process with respect to any asserted Tax liability or Tax refund claim and shall make available on a reasonable basis to each other any personnel, books, records or other documents necessary or appropriate for participation in such process.
Notice; Cooperation. In the event that a Third Party at any time provides written notice of a claim to, or brings an action. suit or proceeding against, any Party or any of their respective Affiliates or sublicensees, claiming infringement of its patent rights or copyrights or unauthorized use or misappropriation of its Confidential Information, based upon an assertion or claim arising out of the manufacture, use and/or sale of any Product, such Party shall promptly notify the other Parties of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served, PROVIDED, HOWEVER, that GI and JHU shall have no obligation to provide such notice to MetaMorphix to the extent that such assertion or claim arises-out of or relates to the manufacture, use or sale of GI Type C Products. Each Party agrees to make available to the other Parties its advice and counsel regarding the technical merits of any such claim at no cost to the other Party.
Notice; Cooperation. As a condition precedent to indemnification or the ------------------ receipt of Expense Advances, Indemnitee will give OSI notice as soon as practicable of any Claim made against Indemnitee for which indemnification under this Agreement could be sought. Notice will be directed to OSI's Chief Executive Officer at the address shown on the signature page of this Agreement (or such other address as OSI designates in writing to Indemnitee). In addition, Indemnitee will give OSI such information and cooperation as OSI may reasonably require and is within Indemnitee's power.
Notice; Cooperation. In the event that a Third Party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, any Party or any of their respective Affiliates or sub licensees, claiming infringement of its patent rights or copyrights or unauthorized use or misappropriation of its Confidential Information, based upon an assertion or claim arising out of the manufacture, use and/or sale of any GDF-8 Product pursuant to the licenses granted under this Agreement, such Party shall promptly notify the other Parties of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served. Each Party agrees to make available to the other Party its advice and counsel regarding the technical merits of any such claim at no cost to the other Party.
Notice; Cooperation. Prior to entering upon the Permit Property or Bridge Structures, Developer shall provide County forty-eight (48) hours’ advance, written notice of the scheduled entry date and duration of the Investigations. Developer shall take all commercially reasonable measures to minimize the Investigations’ disruption of or interference with County’s Motor Pool and parking lot uses of the Permit Property or County’s operation of the Bridge Structures. Developer shall not occupy more than three (3) parking stalls on each Parcel at any one time.
Notice; Cooperation. Each party (the Purchaser and the Seller) shall promptly provide written notice to the other party upon receiving notice from a Tax Authority that additional Tax liabilities may exist, or that any Tax Records have been requested by any Tax Authority. The Purchaser and the Seller covenant and agree that subsequent to the Closing, upon reasonable notice and during normal business hours, they and their affiliates will (i) give the other party and its representatives information, books and records relevant to the Company or any of its subsidiaries, to the extent necessary to enable the other party to prepare its Tax Returns, and (ii) provide the other party or its affiliates with such information, books and records as may reasonably be requested in connection with any Tax Return, inquiry, election, audit or other examination by any Tax Authority, or judicial or administrative proceedings relating to liability for Taxes. The Seller and the Purchaser also shall make available to each other, as reasonably requested, and at the expense of the requesting party, knowledgeable employees or advisors of the party or its affiliates of which the request is made and personnel responsible for preparing and maintaining information, books, records and documents in connection with Tax filings, audits, disputes or litigation.
