Common use of Notice of Claims; Indemnification Procedures Clause in Contracts

Notice of Claims; Indemnification Procedures. (a) CYBERKINETICS shall promptly notify EMORY of any claims involving any Indemnitees for which indemnification is or may be provided in Article 9.4 and shall advise EMORY of the policy amounts that might be needed to defend and pay any such claims. (b) An Indemnitee, which intends to claim indemnification under this Article shall promptly notify the other party (the "Indemnitor") in writing of any matter in respect of which the Indemnitee or any of its employees or agents intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the Indemnitee's rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may prejudice the ability of the Indemnitor to settle any such claim. No such matter shall be settled without the prior written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its expense.

Notice of Claims; Indemnification Procedures. (a) CYBERKINETICS COMPANY shall promptly notify EMORY LICENSORS of any all claims involving any the Indemnitees for which indemnification is or may be provided in Article 9.4 Section 9.5(a) and shall advise EMORY LICENSORS of the policy amounts that might be needed to defend and pay any such claims. (b) An Indemnitee, Indemnitee which intends to claim indemnification under this Article shall promptly notify the other party (the "Indemnitor") in writing of any matter in respect of which the Indemnitee or any of its employees or agents intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the Indemnitee's rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may prejudice the ability of the Indemnitor to settle any such claimrights. No such matter shall be settled without the prior written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its expense.

Notice of Claims; Indemnification Procedures. (a) CYBERKINETICS COMPANY shall promptly notify EMORY LICENSORS of any all claims involving any the Indemnitees for which indemnification is or may be provided in Article 9.4 Section 9.5(a) and shall advise EMORY LICENSORS of the policy amounts that might be needed to defend and pay any such claims.. * CONFIDENTIAL TREATMENT REQUESTED (b) An Indemnitee, Indemnitee which intends to claim indemnification under this Article shall promptly notify the other party (the "Indemnitor") in writing of any matter in respect of which the Indemnitee or any of its employees or agents intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the Indemnitee's rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may prejudice the ability of the Indemnitor to settle any such claimrights. No such matter shall be settled without the prior written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its expense.

Notice of Claims; Indemnification Procedures. (a) CYBERKINETICS shall promptly notify EMORY of any claims involving any Indemnitees An Indemnitee entitled to make a claim for which indemnification is or may be provided in Article 9.4 and shall advise EMORY of the policy amounts that might be needed to defend and pay any such claims. (b) An Indemnitee, which intends to claim indemnification under this Article ARTICLE 9 shall promptly notify the other party Party (the "IndemnitorINDEMNITOR") in writing of any matter in respect of which the Indemnitee or any of its employees or agents intend to claim such indemnification. The Indemnitee Indemnitees shall permit, and shall cause its employees and agents to permit, the Indemnitor, at its discretion, to defend or settle any such matter and agrees agree to the complete control of such defense or settlement by the Indemnitor; providedPROVIDED, howeverHOWEVER, that THAT such settlement does not adversely affect the Indemnitee's rights hereunder under this Agreement or impose any obligations on the Indemnitee in addition to those set forth herein in order for it such Indemnitee to exercise such its rights and that the Indemnitee makes no statement or undertakes any action that may prejudice the ability of the Indemnitor to settle any such claimunder this Agreement. No such matter shall be settled without the prior written consent of the Indemnitor (such consent not to be unreasonably withheld) and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, Indemnitee and its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense or settlement of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its expense.

Notice of Claims; Indemnification Procedures. (a) CYBERKINETICS COMPANY shall promptly notify EMORY LICENSOR of any all claims involving any the Indemnitees for which indemnification is or may be provided in Article 9.4 Section 9.5(a) and shall advise EMORY LICENSOR of the policy amounts that might be needed to defend and pay any such claims. (b) An Indemnitee, Indemnitee which intends to claim indemnification under this Article shall promptly notify the other party (the "“Indemnitor"”) in writing of any matter in respect of which the Indemnitee or any of its employees or agents intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the Indemnitee's ’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may prejudice the ability of the Indemnitor to settle any such claimrights. No such matter shall be settled * Confidential Treatment Requested 24 without the prior written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its expense.

Notice of Claims; Indemnification Procedures. (a) CYBERKINETICS COMPANY shall promptly notify EMORY LICENSOR of any all claims involving any the Indemnitees for which indemnification is or may be provided in Article 9.4 Section 9.5(a) and shall advise EMORY LICENSOR of the policy amounts that might be needed to defend and pay any such claims. (b) An Indemnitee, Indemnitee which intends to claim indemnification under this Article shall promptly notify the other party (the "Indemnitor") in writing of any matter in respect of which the Indemnitee or any of its employees or agents intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the Indemnitee's rights * Confidential Treatment Requested hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may prejudice the ability of the Indemnitor to settle any such claimrights. No such matter shall be settled without the prior written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its expense.