Notice; Defense. In the event that a party receives notice of any third party claim, action or proceeding for which such party (the “Indemnitee”) claims indemnity hereunder, the Indemnitee will promptly notify the other party (the “Indemnitor”) of such matter. The Indemnitor will then promptly assume responsibility for and will have full control of such matter, including settlement negotiations and any legal proceedings, and the Indemnitee will fully cooperate at the Indemnitor’s expense in the Indemnitor’s handling and defense thereof. The Indemnitee may participate, at its own expense, in the defense of such claim or litigation provided that the Indemnitor will direct and control the defense of such claim or litigation. The Indemnitor will not, in the defense of such claim or litigation resulting therefrom, (a) consent to entry of any judgment except with the written consent of the Indemnitee, which will not be unreasonably withheld, or (b) enter into any settlement, which (i) does not include as an unconditional term thereof the giving by the plaintiff to the Indemnitee of a release from all liability in respect of such claim or litigation or (ii) contains any admission of liability, except with the written consent of the Indemnitee, which will not be unreasonably withheld.
Notice; Defense. Upon discovery of any breach or claim hereunder or upon receipt of any notice of any claim or suit subject to indemnification under Section 19.2.1 or 19.2.2 above, the party seeking indemnification (“Indemnified Party”) shall promptly give notice thereof (and in no event later than thirty days after receipt of actual notice thereof) to the party or parties from whom indemnification is sought (“Indemnifying Party”) at the notice address pursuant to Article 20 stating in reasonable detail the representation, warranty or other claims with respect to which indemnity is demanded, the facts or alleged facts giving rise thereto, and the amount of liability or asserted liability with respect to which indemnity is sought, and in the case of a claim asserted against the party seeking indemnity, the Indemnified Party shall thereafter tender to the Indemnifying Party the defense of such claims at the sole cost and expense of the Indemnifying Party. Despite such a tender of defense, the party seeking indemnification shall in any case have a right to participate in the defense of any such tendered claim or suit; provided that such participation shall be at such party’s sole cost and expense after the Indemnifying Party has accepted such tender of defense, and that the Indemnifying Party shall have control of the defense. In the event that the Indemnifying Party does not promptly and affirmatively accept such tender of defense of any claim or suit, then the Indemnifying Party shall thereafter additionally become liable for all costs incurred by the party seeking indemnification (including reasonable attorneys’ fees) in enforcing such indemnification claim and/or defending against such claim or suit which is subject to indemnification. No party which is entitled to indemnification under Section 19.2.1 or 19.2.2 shall settle or compromise any such third party claim without the prior written consent of the party from which it seeks or may seek indemnification, which consent shall not be unreasonably withheld. The Indemnifying Party shall not settle the claim or suit without the written consent of the Indemnified Party, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall not be required to give its consent unless the third-party claimant delivers to the Indemnified Party an unconditional release of all liability with respect to the claim or legal proceeding. Any party seeking indemnification under Section 19.2.1 or 19.2.2 shall take ...
Notice; Defense. In the event of any suit against any Indemnitee under this Section 11, the Indemnitor shall appear and defend such suit provided that the Indemnitor is notified in a timely manner of the suit. The Indemnitee shall have the right to approve counsel chosen by the Indemnitor to litigate such suit which approval shall not be unreasonably withheld. In the event a dispute exists over whether a Party is entitled to indemnification, each Party shall defend itself until the dispute is resolved. Upon resolution of the indemnification dispute, the prevailing Party shall be entitled to indemnification for its defense costs incurred prior to resolution.
Notice; Defense. Promptly after receipt by a party of notice of the commencement of any action, suit, proceeding or investigation in respect of which a claim for indemnification may be made hereunder by it or its affiliates, officers, directors, shareholders, employees or agents, such party will give written notice thereof to the other party, but the failure to so notify the other party will not relieve the other party from any liability or obligation that the other party may have to any indemnified person (i) otherwise than under this Agreement or (ii) under this Agreement, except to the extent of any material prejudice to the other party resulting from such failure. If any such action, suit, proceeding or investigation is brought against an indemnified person, the indemnifying party will be entitled to participate therein and, if it wishes to assume the defense thereof with counsel satisfactory to the indemnified person (who shall not, except with the consent of the indemnified person, be counsel to the indemnified person) and gives written notice to the indemnified person of its election so to assume the defense thereof within fifteen (15) days after notice shall have been given to it by the indemnified person pursuant to the preceding sentence, will be entitled to assume the defense thereof. Each indemnified person will be obligated to cooperate reasonably with the indemnifying party, at the expense of the indemnifying party, in connection with such defense and the compromise or settlement of any such action, suit, proceeding or investigation.
Notice; Defense. Promptly after an indemnified party (including its indemnified affiliate, director, officer, employee, or agent as applicable) has received notice of any claim or lawsuit for which the other party has provided indemnification (the "Indemnifying Party") in this Article 8, the indemnified party shall advise the Indemnifying Party of the claim or lawsuit in writing. The Indemnifying Party shall promptly assume responsibility for handling of the defense of such claim or suit on behalf of the indemnified party, provided that the indemnified party may, at its option, select its own counsel for the defense of any matter so long as such counsel and defense does not interfere with the Indemnifying Party's defense of the matter and is at the expense of the indemnified party. In such event, the parties shall promptly inform each other of all settlement discussions and contemplated making of any settlement offers (prior to making any such offer), and each party shall consider the other party's suggestions or requests with regard to any settlement prior to entering into the settlement. In no event, however, shall an indemnified party have the power or right to determine, settle, adjust, or compromise any aspect of the defense in such a fashion as to impose any obligation on the Indemnifying Party without the written consent of the Indemnifying Party.
Notice; Defense. If any Claim is made against an Indemnitee under Section 9.1 (By iBio) or 9.2 (By RubrYc), the Indemnitee shall notify the Indemnifying Party promptly of such Claim and shall reasonably cooperate with all reasonable requests of the Indemnifying Party with respect thereto at the Indemnifying Party’s expense. The Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party, provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such claim or action, subject to the terms of this ARTICLE 9 (Indemnification).
Notice; Defense. Any person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably acceptable to the indemnifying party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
Notice; Defense. (a) Within a reasonable period after the receipt by Buyer of (i) any claim or (ii) the commencement of any action or proceeding, Buyer will give Seller written notice of such claim or the commencement of such action or proceeding and shall permit the Seller to assume the defense of any such claim or any litigation resulting from such claim utilizing counsel acceptable to the Buyer.
(b) If the Seller assumes the defense of any such claim or litigation resulting therefrom, the obligations of Seller as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Buyer harmless from and against all losses, damages, and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. The Buyer shall cooperate, and assist, with the Seller, at the Buyer’s sole cost and expense, in defending any such claim. The Buyer may participate, at its expense, in the defense of such claim or litigation provided that the Seller shall direct and control the defense of such claim or litigation. The Buyer shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Seller shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment or enter into any settlement, except with the written consent of the Buyer, which consent shall not be unreasonably withheld or delayed.
(c) If the Seller shall not assume the defense of any such claim or litigation resulting therefrom, the Buyer may defend against such claim or litigation in such manner as it may deem appropriate and the Buyer may settle such claim or litigation on such terms as it may deem appropriate, and subject to the qualifications and limitations of Section 8.2 (collectively the “8.2 Provisions”) the Seller shall promptly reimburse the Buyer for the amount of all expenses, legal or otherwise, incurred by the Buyer in connection with the defense against or settlement of such claims or litigation. If no settlement of such claim or litigation is made, the Seller shall, subject to the 8.2 Provisions, promptly reimburse the Buyer for all expenses, legal or otherwise, incurred by the Buyer in the defense against such claim or litigation, as such expenses are incurred and for the amount of any judgment rendered with respect to such claim or in such litigatio...
Notice; Defense. If indemnification is sought arising out of or in connection with a claim made by a third party, the indemnified party shall promptly notify the indemnifying party, MBM and the Corporation being considered one party for purposes of this Section, of the existence of such claim, demand or other matter to which the indemnifying party's indemnification obligations would apply, and give the indemnifying party reasonable opportunity to defend or contest the same at the indemnifying party's own expense with counsel of its own selection; provided that the indemnified party shall, at all times, also have the right to fully participate in the defense at its own expense. If the indemnifying party shall, within a reasonable time after this notice, fail to defend, the indemnified party shall have the right, but not the obligation, to undertake the defense of or to contest, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account and at the risk, of the indemnifying party.
Notice; Defense. Promptly after receipt by a Party of notice of the commencement of any action, suit, proceeding, investigation or assertion of any claim in respect of which a claim for indemnification may be made hereunder by it or its indemnified persons (as the case may be, the “Indemnified Party”), such Indemnified Party shall give written notice thereof to the other Party (the “Indemnifying Party”), provided that the failure to so notify the [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
