Notification and Defense of Claims or Actions Sample Clauses

Notification and Defense of Claims or Actions. (i) As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying Party." An Indemnified Party which proposes to assert the right to be indemnified under this Section 9.1 must submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party must, within 15 business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Party, notify the Indemnifying Party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party of any such Proceeding will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party must deliver to the Indemnifying Party, within 15 days after receipt by the Indemnified Party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (a) As used in this Section, any party seeking indemnification pursuant to this Section is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to the Section is referred to as an "Indemnity Obligor." An Indemnified Party which proposes to assert the right to be indemnified under this Article shall, pursuant to this notice provisions of this Agreement, submit a written demand for indemnification setting forth in summary form the facts as then known which form the basis for the claim for indemnification.

Notification and Defense of Claims or Actions. 13.5.1 If Buyer proposes to assert its right to be indemnified under this Article 13 with respect to a Loss that does not involve a claim or demand being asserted by a third party, Buyer shall, promptly submit a written notice to the Stockholders’ Representative setting forth in summary form the facts as then known which form the basis for the claim for indemnification, and the amount of the Loss (“Indemnification Notice”). The Stockholders’ Representative shall have 20 days (the “Dispute Period”) from the receipt of an Indemnification Notice to notify Buyer in writing if Stockholders’ Representative disputes Buyer’s claim for indemnification. If Stockholders’ Representative does not provide Buyer with written notice of any such dispute within the Dispute Period, thereafter, Buyer shall be entitled to withdraw the amount of the Loss specified in the Indemnification Notice from the Escrow Amount. If the Stockholders’ Representative disputes Buyer’s claim for indemnification within the Dispute Period, then Buyer and Stockholders’ Representative shall negotiate in good faith to reach a resolution of such dispute. If the Buyer and Stockholders’ Representative are unable to resolve the dispute by reasonable discussion, the parties shall engage the services of a professional mediator and attempt in good faith to reach a consensual solution. If the Buyer and Stockholders’ Representative are unable to agree upon the identity of a mediator, either party may request the appointment of a mediator by the Arbitration Service of Portland, Inc., or comparable dispute resolution service. Each party shall pay all of its own attorneys’ fees, if any, and expenses related to the mediation and one-half of the mediator’s fees.

Notification and Defense of Claims or Actions. When a party (the "Notifying Party") proposes to assert the right to be indemnified under this Article 5 with respect to third-party claims, actions, suits, or proceedings, the Notifying Party shall, within 30 days after the receipt of notice of the commencement of the claim, action, suit, or proceeding, notify the other party (the "Responding Party") in writing, enclosing a copy of all papers served or received. On receipt of the notice, Responding Party shall have the right to direct the defense of the matter, but the Notifying Party shall be entitled to participate in the defense and, to the extent that Notifying Party desires, to jointly direct the defense with the Responding Party with counsel mutually satisfactory to the Notifying Party and the Responding Party, at the Responding Party's expense. The Notifying Party shall also have the right to employ its own separate counsel in any such action. The fees and expenses of the Notifying Party's counsel shall be paid by the Notifying Party unless: (a) the employment of the counsel has been authorized by the Responding Party; (b) the Notifying Party has reasonably concluded that there may be a conflict of interest between the parties in the conduct of the defense of such action; or (c) the Responding Party has not, in fact, employed counsel satisfactory to the Notifying Party to assume the defense of the action. In each of these cases, the fees and expenses of the Notifying Party's counsel shall be paid by the Responding Party. Neither party shall be liable for any settlement of any action or claim described in this Article 5 that is effected without their consent.

Notification and Defense of Claims or Actions. When uniView Softgen proposes to assert the right to be indemnified under this Article 8 with respect to third-party claims, actions, suits, or proceedings, uniView Softgen shall, within 30 days after the receipt of notice of the commencement of the claim, action, suit, or proceeding, notify Indemnitors in writing, enclosing a copy of all papers served or received. On receipt of the notice, Indemnitors shall have the right to direct the defense of the matter, but uniView Softgen shall be entitled to participate in the defense and, to the extent that uniView Softgen desires, to jointly direct the defense with Indemnitors with counsel mutually satisfactory to uniView Softgen and Indemnitors, at Indemnitors' expense. uniView Softgen shall also have the right to employ its own separate counsel in any such action. The fees and expenses of uniView Softgen's counsel shall be paid by uniView Softgen unless: (a) the employment of the counsel has been authorized by Indemnitors; (b) uniView Softgen has reasonably concluded that there may be a conflict of interest between Indemnitors and uniView Softgen in the conduct of the defense of such action; or (c) Indemnitors have not, in fact, employed counsel satisfactory to uniView Softgen to assume the defense of the action. In each of these cases, the fees and expenses of uniView Softgen's counsel shall be paid by Indemnitors. Neither Indemnitors nor uniView Softgen shall be liable for any settlement of any action or claim described in this Article 8 that is effected without their consent.

Notification and Defense of Claims or Actions. When Buyer proposes to assert the right to be indemnified under this section with respect to third-party claims, actions, suits, or proceedings, Buyer shall, within 30 days after the receipt of notice of the commencement of the claim, action, suit, or proceeding, notify Seller in writing, enclosing a copy of all papers served or received. On receipt of the notice, Seller shall have the right to direct the defense of the matter, but Buyer shall be entitled to participate in the defense and, to the extent that Buyer desires, to jointly direct the defense with Seller with counsel mutually satisfactory to Buyer and Seller at the expense of Seller. Buyer shall also have the right to employ its own separate counsel in any such action. The fees and expenses of Buyer’s counsel shall be paid by Buyer unless: (a) the employment of the counsel has been authorized by Seller (b) counsel of Seller in such litigation has reasonably concluded that there may be a conflict of interest between action; or (c) Seller has not, in fact, employed counsel satisfactory to Buyer to assume the defense of the action. In each of these cases, the fees and expenses of Buyer’s counsel shall be paid by Seller. Neither Seller nor Buyer shall be liable for any settlement of any action or claim described in this section that is effected without their consent; provided, if Seller has failed to honor its obligations under this paragraph, Buyer may settle any claim at the expense of Seller.

Related to Notification and Defense of Claims or Actions

Notification and Defense of Claims The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor is materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:
Notification and Defense of Claim Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof:
Notice and Defense of Claims As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).
Procedure for Indemnification; Notification and Defense of Claim (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.
Defense of Claims Brought by Third Parties If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***].
Defense of Claims In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.
Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.
Notification and Defense of Proceeding Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:
Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.
Procedure for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

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