Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations under this Section 13.7 are subject to the following terms and conditions:
(i) An Indemnified Party seeking indemnification hereunder shall give written notice to the Company within a reasonable time after the Indemnified Party receives notice or becomes aware of an indemnifiable claim;
(ii) The Company shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party (which counsel shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party);
(iii) The Indemnified Party shall have the right to participate and assist in, but not control, the defense of such claim and employ separate counsel in any action or claim at the expense of the Indemnified Party (i.e., at its own expense); and
(iv) The Company shall not settle or compromise any claim suit or action against the Indemnified Party without the express prior written consent of the Indemnified Party.
Notification and Cooperation. SBL and Marketing Organization will promptly notify the other if either of them becomes aware of any arbitration, litigation, judicial proceeding, insurance department or other governmental agency inquiry or complaint, regulatory or administrative investigation or proceeding, or customer complaint or demand, which directly or indirectly involves the rights and obligations of the parties under this Agreement. SBL and Marketing Organization each agree to cooperate fully with the other with respect to any matter referred to in this Section VI.
Notification and Cooperation. 1. The customs authorities of the Parties shall provide each other with specimen impressions of stamps used in their customs offices for the issue of movement certificates EUR.1, with the models of the auth- orisation numbers granted to approved exporters and with the addresses of the customs authorities responsible for verifying those certificates and origin declarations.
2. In order to ensure the proper application of these Rules, the Parties shall assist each other, through the competent customs authorities, in checking the authenticity of the movement certificates EUR.1, the origin declarations, the supplier's declarations and the correctness of the information given in those documents.
Notification and Cooperation. Promptly after receipt by an Indemnified Party under this Section 2.07 of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Seller or Servicer, as applicable (each, as applicable, an "Indemnifying Party" (or if a claim for contribution is to be made against another party) under this Section 2.07 hereof, notify the Indemnifying Party (or other contributing party) in writing of the commencement thereof; but the omission so to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under this Section 2.07 hereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to each Indemnified Party promptly after receiving the aforesaid notice from an Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may control the defense thereof (jointly with any other indemnifying party similarly notified) with counsel satisfactory to each Indemnified Party; provided, however, that if the defendants in any such action include both an Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the Indemnifying Party, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) such Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the ...
Notification and Cooperation. The obligations under this Section are conditioned on (a) the indemnified party notifying the indemnifying party promptly in writing of the commencement of any Action, (b) the indemnified party giving the indemnifying party sole control of the defense and any related settlement negotiations, and (c) the indemnified party cooperating with the indemnifying party in the defense.
Notification and Cooperation. In the event that Amarin shall be required (or shall voluntarily decide) to initiate a recall, withdrawal or field correction of, field alert report or comparable report with respect to any Product, Amarin shall notify Chemport’s authorized quality assurance officer, and Chemport shall reasonably cooperate with Amarin to implement the same.
Notification and Cooperation. In addition to the Scheduled Maintenance notice above, Cherwell will promptly notify Customer of any service outages via email or telephone. All notices will include a recovery time estimate. Cherwell will attempt to resolve outages within the time estimated but any timeframes are estimates only and are not guaranteed. Cherwell will also notify Customer when the outage is resolved and services have been restored. Customer acknowledges that in certain circumstances system unavailability may be caused by issues with Customer’s computers or systems and agrees to cooperate with Cherwell to determine the source of the outages.
Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company's indemnification obligations under this Section 7A.07 are subject to the following terms and conditions:
Notification and Cooperation. Each Party shall notify the other promptly upon receiving a request for information, claim, complaint or allegation relating to the other Party's compliance with applicable data protection and/or information security law in relation to Personal Data Processed in connection with this agreement. Each Party shall provide the other Party with all such assistance in dealing with and responding to such Enquiry as the other party shall reasonably request.
Notification and Cooperation. The party seeking indemnification hereunder (the "Indemnified Party") shall: (i) promptly notify in writing the party obligated to indemnify (the "Indemnifying Party") of any claim, action or proceeding of a third party for which the Indemnified Party seeks indemnification; and (ii) cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any such claim, action or proceeding. The Indemnified Party's failure to comply with its obligations under this Section shall not constitute a breach of this Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding was actually and materially impaired thereby.
