Common use of Notification and Cooperation Clause in Contracts

Notification and Cooperation. The party seeking indemnification hereunder (the “Indemnified Party”) will: (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 9.3 will 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.

Appears in 1 contract

Samples: License Agreement (Vuzix Corp)

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Notification and Cooperation. The party seeking indemnification hereunder (the “Indemnified Party”) will: (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 9.3 will 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.

Appears in 1 contract

Samples: License Agreement (Vuzix Corp)

Notification and Cooperation. The party seeking indemnification hereunder (the "Indemnified Party") willshall: (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 's failure to comply with its obligations under this Section 9.3 will 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 's defense or settlement of the affected claim, action or proceeding was actually and materially impaired thereby.

Appears in 1 contract

Samples: Research Collaboration and Exclusive Option Agreement (PTC Therapeutics, Inc.)

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Notification and Cooperation. The party seeking indemnification hereunder (the “Indemnified Party”) willshall: (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 9.3 will 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.

Appears in 1 contract

Samples: Promotional Rights Agreement (Emmaus Holdings, Inc.)

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