Common use of Notice; Cooperation Clause in Contracts

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.

Appears in 2 contracts

Samples: Collaboration Agreement (MetaMorphix Inc.), Collaboration Agreement (MetaMorphix Inc.)

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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.

Appears in 2 contracts

Samples: Cross License Agreement (MetaMorphix Inc.), Research Collaboration and Service Agreement (Cambridge Antibody Technology Group PLC)

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 ’s written consent, such consent to be promptly given and not unreasonably withheld.

Appears in 1 contract

Samples: Cross License Agreement (MetaMorphix Inc.)

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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 ’s written consent, such consent to be promptly given and not unreasonably withheld.

Appears in 1 contract

Samples: Collaboration Agreement (MetaMorphix Inc.)

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