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

Notice of Claims; Indemnification Procedures. Upon receipt of notice by Railroad or Pathnet, as applicable, (the "Indemnitee"), of any loss, event, happening or occurrence which would be the basis of a claim by the Indemnitee under the provisions of this Article 17 (an "Indemnified Claim"), the Indemnitee shall immediately provide written notice to the other party (the "Indemnitor") of such Indemnified Claim. So long as the Indemnitor is not in default in the 15 17 performance of its obligations under the Agreements, as between the Indemnitee and the Indemnitor, the Indemnitor shall retain primary responsibility for the conducting of any legal and/or administrative action or other proceeding regarding any such Indemnified Claim (an "Indemnified Claim Proceeding") and the defense (and any appropriate appeal) thereof. Legal counsel retained with respect to any Indemnified Claim proceeding shall be selected by the Indemnitor, but shall be subject to the reasonable prior approval of the Indemnitee. As between the Indemnitee and the Indemnitor, all costs incurred with respect to any Indemnified Claim Proceeding (including, but not limited to, reasonable costs and attorneys' fees) shall be borne by the Indemnitor, and the Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all such costs. Nothing contained herein shall in any way limit the Indemnitee's right to participate and/or retain independent legal counsel, at the Indemnitee's expense, with respect to any Indemnified Claim proceeding, but the Indemnitee shall cooperate with the Indemnitor and coordinate Indemnitee's participation and/or use of such independent counsel in a matter not inconsistent with Indemnitor's positions and interests in such Indemnified Claim Proceeding, to the extent reasonably possible and not adverse to the interests of Indemnitee. Notwithstanding the foregoing, in the event Indemnitee determines, in Indemnitee's reasonable opinion, that there is a conflict of interest or other circumstance whereby such Indemnitor's retained legal counsel cannot adequately represent Indemnitee's interests in any Indemnified Claim Proceeding, Indemnitee shall have the right to retain independent legal counsel and Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all costs incurred with respect to such separate representation. In the event that an Indemnitor defends an Indemnitee pursuant to the terms hereof, and the final adjudication determines that the Indemnitee bears some portion of liability under the Indemnified Claim which is not subject to the Indemnitor's indemnification obligations hereunder, the costs of such defense will be apportioned between the Indemnitor and Indemnitee based upon such parties' ultimate liability after giving effect to the indemnification provisions hereof. Any settlement of an Indemnified Claim shall be subject to the written approval of both the Indemnitee and the Indemnitor. Indemnification payment shall be made within thirty (30) days of such approval.

Notice of Claims; Indemnification Procedures. Upon receipt of 9.4.1 The Indemnified Party shall provide written notice by Railroad or Pathnet, as applicable, (immediately to the "Indemnitee")Indemnifying Party, of any loss, event, happening or occurrence which would be the basis of a claim by the Indemnitee under the provisions of this Article 17 (an "Indemnified Claim"), the Indemnitee shall immediately provide written notice to the other party (the "Indemnitor") of such Indemnified Claim. Failure to provide immediate notice shall not limit the indemnification unless such delay materially impacts the ability of the Indemnifying Party to defend against the Claim. 9.4.2 So long as the Indemnitor Indemnifying Party is not in default in the 15 17 performance of its obligations under the AgreementsAgreement, as between the Indemnitee Indemnified Party and the IndemnitorIndemnifying Party, the Indemnitor Indemnifying Party shall retain primary responsibility for the conducting conduct of any legal and/or administrative action or other proceeding regarding any such an Indemnified Claim (an "Indemnified Claim Proceeding") Proceeding and the defense (and any appropriate appeal) thereof. . 9.4.3 Legal counsel retained with respect to any Indemnified Claim proceeding Proceeding shall be selected by the Indemnitor, Indemnifying Party but shall be subject to the reasonable prior approval of the Indemnitee. Indemnified Party. 9.4.4 As between the Indemnitee Indemnified Party and the IndemnitorIndemnifying Party, all costs incurred with respect to any Indemnified Claim Proceeding (including, but not limited to, reasonable costs and attorneys' ’ and experts’ fees) shall be borne by the IndemnitorIndemnifying Party, and the Indemnitor's Indemnifying Party’s indemnification obligations set forth in this Article 17 ARTICLE 9 shall extend to all such costs. Nothing contained herein shall in any way limit the Indemnitee's right to participate and/or retain independent legal counsel, at the Indemnitee's expense, with respect to any Indemnified Claim proceeding, but the Indemnitee shall cooperate with the Indemnitor and coordinate Indemnitee's participation and/or use of such independent counsel in a matter not inconsistent with Indemnitor's positions and interests in such Indemnified Claim Proceeding, to the extent reasonably possible and not adverse to the interests of Indemnitee. Notwithstanding the foregoing, in the event Indemnitee determines, in Indemnitee's reasonable opinion, that there is a conflict of interest or other circumstance whereby such Indemnitor's retained legal counsel cannot adequately represent Indemnitee's interests in any Indemnified Claim Proceeding, Indemnitee shall have the right to retain independent legal counsel and Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all costs incurred with respect to such separate representation. . 9.4.5 In the event that an Indemnitor Indemnifying Party defends an Indemnitee Indemnified Party pursuant to the terms hereof, and the final adjudication determines that the Indemnitee Indemnified Party bears some portion of liability under the Indemnified Claim which is not subject to the Indemnitor's Indemnifying Party’s indemnification obligations hereunder, the costs of such defense will be apportioned between the Indemnitor Indemnifying Party and Indemnitee the Indemnified Party based upon such parties' ’ ultimate apportioned liability after giving effect to the indemnification provisions hereof. Each Indemnified Party agrees to cooperate and to cause its employees and agents to cooperate with the Indemnifying Party in the defense of any such Indemnified Claim and the relevant records of the Indemnified Party shall be available to the Indemnifying Party with respect to any such defense, subject to the confidentiality restrictions and limitations set forth in ARTICLE 8. 9.4.6 Any settlement of an Indemnified Claim shall be subject to the written approval of both the Indemnitee and the IndemnitorParties. Indemnification payment shall be made within thirty (30) days Days of such approval.

Notice of Claims; Indemnification Procedures. Upon receipt of notice by Railroad or Pathnet, as applicable, (the "Indemnitee"), of any loss, event, happening or occurrence which would be the basis of a claim by the Indemnitee under the provisions of this Article 17 (an "Indemnified Claim"), the Indemnitee shall immediately provide written notice to the other party (the "Indemnitor") of such Indemnified Claim. So long as the Indemnitor is not in default in the 15 17 20 performance of its obligations under the Agreements, as between the Indemnitee and the Indemnitor, the Indemnitor shall retain primary responsibility for the conducting of any legal and/or administrative action or other proceeding regarding any such Indemnified Claim (an "Indemnified Claim Proceeding") and the defense (and any appropriate appeal) thereof. Legal counsel retained with respect to any Indemnified Claim proceeding shall be selected by the Indemnitor, but shall be subject to the reasonable prior approval of the Indemnitee. As between the Indemnitee and the Indemnitor, all costs incurred with respect to any Indemnified Claim Proceeding (including, but not limited to, reasonable costs and attorneys' fees) shall be borne by the Indemnitor, and the Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all such costs. Nothing contained herein shall in any way limit the Indemnitee's right to participate and/or retain independent legal counsel, at the Indemnitee's expense, with respect to any Indemnified Claim proceeding, but the Indemnitee shall cooperate with the Indemnitor and coordinate Indemnitee's participation and/or use of such independent counsel in a matter not inconsistent with Indemnitor's positions and interests in such Indemnified Claim Proceeding, to the extent reasonably possible and not adverse to the interests of Indemnitee. Notwithstanding the foregoing, in the event Indemnitee determines, in Indemnitee's reasonable opinion, that there is a conflict of interest or other circumstance whereby such Indemnitor's retained legal counsel cannot adequately represent Indemnitee's interests in any Indemnified Claim Proceeding, Indemnitee shall have the right to retain independent legal counsel and Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all costs incurred with respect to such separate representation. In the event that an Indemnitor defends an Indemnitee pursuant to the terms hereof, and the final adjudication determines that the Indemnitee bears some portion of liability under the Indemnified Claim which is not subject to the Indemnitor's indemnification obligations hereunder, the costs of such defense will be apportioned between the Indemnitor and Indemnitee based upon such parties' ultimate liability after giving effect to the indemnification provisions hereof. Any settlement of an Indemnified Claim shall be subject to the written approval of both the Indemnitee and the Indemnitor. Indemnification payment shall be made within thirty (30) days of such approval.

Notice of Claims; Indemnification Procedures. Upon receipt of notice by Railroad or Pathnet, as applicable, (the "Indemnitee"), of any loss, event, happening or occurrence which would be the basis of a claim by the Indemnitee under the provisions of this Article 17 (an "Indemnified Claim"), the Indemnitee shall immediately provide written notice to the other party (the "Indemnitor") of such Indemnified Claim. So long as the Indemnitor is not in default in the 15 17 performance of its obligations under the Agreements, as between the Indemnitee and the Indemnitor, the Indemnitor shall retain primary responsibility for the conducting of any legal and/or administrative action or other proceeding regarding any such Indemnified Claim (an "Indemnified Claim Proceeding") and the defense (and any appropriate appeal) thereof. Legal counsel retained with respect to any Indemnified Claim proceeding shall be selected by the Indemnitor, but shall be subject to the reasonable prior approval of the Indemnitee. As between the Indemnitee and the Indemnitor, all costs incurred with respect to any Indemnified Claim Proceeding (including, but not limited to, reasonable costs and attorneys' fees) shall be borne by the Indemnitor, and the Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all such costs. Nothing contained herein shall in any way limit the Indemnitee's right to participate and/or retain independent legal counsel, at the Indemnitee's expense, with respect to any Indemnified Claim proceeding, but the Indemnitee shall cooperate with the Indemnitor and coordinate Indemnitee's participation and/or use of such independent counsel in a matter not inconsistent with Indemnitor's positions and interests in such Indemnified Claim Proceeding, to the extent reasonably possible and not adverse to the interests of Indemnitee. Notwithstanding the foregoing, in the event Indemnitee determines, in Indemnitee's reasonable opinion, that there is a conflict of interest or other circumstance whereby such Indemnitor's retained legal counsel cannot adequately represent Indemnitee's interests in any Indemnified Claim Proceeding, Indemnitee shall have the right to retain independent legal counsel and Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all costs incurred with respect to such separate representation. In the event that an Indemnitor defends an Indemnitee pursuant to the terms hereof, and the final adjudication determines that the Indemnitee bears some portion of liability under the Indemnified Claim which is not subject to the Indemnitor's indemnification obligations hereunder, the costs of such defense will be apportioned between the Indemnitor and Indemnitee based upon such parties' ultimate liability after giving effect to the indemnification provisions hereof. Any settlement of an Indemnified Claim shall be subject to the written approval of both the Indemnitee and the Indemnitor. Indemnification payment shall be made within thirty (30) days of such approval.

Notice of Claims; Indemnification Procedures. Upon receipt (a) COMPANY shall promptly notify LICENSOR and ROYALTY PHARMA of notice by Railroad all claims involving the Indemnitees for which indemnification is or Pathnet, as applicable, may be provided in Section 8.5(a) and shall advise LICENSOR and ROYALTY PHARMA 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 8 shall promptly notify the party from whom it is seeking indemnification (the "Indemnitee"), of any loss, event, happening or occurrence which would be the basis of a claim by the Indemnitee under the provisions of this Article 17 (an "Indemnified Claim"), the Indemnitee shall immediately provide written notice to “Indemnitor”) and the other party (to this Agreement in writing of any matter in respect of which the "Indemnitor") of such Indemnified Claim. So long as the Indemnitor is not in default in the 15 17 performance Indemnitee or any of its obligations under the Agreementsemployees or agents intend to claim such indemnification. The Indemnitee shall permit, as between the Indemnitee 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. No such matter shall be settled without the prior written consent of the Indemnitor and the Indemnitor shall retain primary responsibility not be responsible for the conducting of any legal and/or administrative action fees or other proceeding regarding any such Indemnified Claim (an "Indemnified Claim Proceeding") and the defense (and any appropriate appeal) thereof. Legal counsel retained with respect to any Indemnified Claim proceeding shall be selected by the Indemnitor, but shall be subject to the reasonable prior approval of the Indemnitee. As between the Indemnitee and the Indemnitor, all costs incurred with respect to any Indemnified Claim Proceeding (includingother than as provided herein. The Indemnitee, but not limited to, reasonable costs its employees and attorneys' fees) shall be borne by the Indemnitor, and the Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all such costs. Nothing contained herein shall in any way limit the Indemnitee's right to participate and/or retain independent legal counsel, at the Indemnitee's expense, with respect to any Indemnified Claim proceeding, but the Indemnitee agents shall cooperate fully with the Indemnitor and coordinate Indemnitee's participation and/or use of such independent counsel in a matter not inconsistent with Indemnitor's positions and interests in such Indemnified Claim Proceeding, to the extent reasonably possible and not adverse to the interests of Indemnitee. Notwithstanding the foregoing, its legal representatives in the event Indemnitee determines, in Indemnitee's reasonable opinion, that there is a conflict investigation and defense of interest or other circumstance whereby such Indemnitor's retained legal counsel cannot adequately represent Indemnitee's interests in any Indemnified Claim Proceeding, matter covered by the applicable indemnification. The Indemnitee shall have the right right, but not the obligation, to retain independent legal be represented by counsel of its own selection and Indemnitor's indemnification obligations set forth in this Article 17 shall extend to all costs incurred with respect to such separate representationexpense. In the event that an Indemnitor defends an Indemnitee pursuant to the terms hereof[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and the final adjudication determines that the Indemnitee bears some portion of liability under the Indemnified Claim which is not subject to the Indemnitor's indemnification obligations hereunderMARKED BY BRACKETS, the costs of such defense will be apportioned between the Indemnitor and Indemnitee based upon such parties' ultimate liability after giving effect to the indemnification provisions hereof. Any settlement of an Indemnified Claim shall be subject to the written approval of both the Indemnitee and the Indemnitor. Indemnification payment shall be made within thirty (30) days of such approvalHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.