Notification and Procedure. Each Indemnified Party under this Article IX shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party in respect of which indemnity may be sought from the Company under this Article IX, notify the Company in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party other than to the extent, and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties in any one legal action or group of related legal actions, and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened t...
Notification and Procedure. 44 9.4 Exclusive Remedy ......................................................... 45 ARTICLE X MISCELLANEOUS
Notification and Procedure. (a) If the Committee is contemplating the suspension/termination/layoff of any teachers, it will so notify the Alliance President before the proposed effective date of the suspension/termination/layoff by March 1st or pursuant to RIGL 16-13-3, whichever required date is earlier, except in cases of emergency regarding the personal or professional misconduct or misdeed by a teacher. Such notice will be in writing and will include the specific positions to be affected and the reasons for the proposed action. Within ten (10) school days after receiving the aforesaid notice, the Committee will, if requested to do so, enter into discussions with the Alliance regarding the need for, manner of and other aspects of the contemplated suspension(s)/termination(s)/layoff(s) and will in connection therewith make available to the Alliance, at Committee expense, all relevant data.
Notification and Procedure. (1) If the Sub-Contractor considers that it is entitled to an adjustment to the Sub-Contract Sum or that it has any other entitlement under or in relation to the Sub-Contract (including damages for breach of contract on the part of the Contractor), the Sub-Contractor shall, as soon as practicable and in any event within12 working days after it became aware or should have become aware of such entitlement, give notice of this to the Contractor. The notice must prominently state that it is being given under this sub-clause 10(a)(1). Within a further 20 working days after giving the notice, the Sub-Contractor will give to the Contractor details of the following:-
Notification and Procedure. Panacela and RPCI shall notify each other in writing of any infringements by others of any intellectual property rights in the Licensed Rights. Following receipt of such notice, the Parties shall engage in meaningful consultation between themselves as to the means of preventing such infringements and shall cooperate in any preliminary steps, short of filing a lawsuit, including preliminary investigations, engagement of counsel and/or sending cease-and desist letters, that the Parties may mutually determine are required prior to the filing of any lawsuit. Unless otherwise agreed in writing between the Parties, Panacela shall have the right, but not the obligation, at Panacela’s expense, to: (i) defend any of Licensed Patents against infringement by other parties in any country, including by bringing any legal action for infringement, or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement, and (ii) join RPCI as a party thereto at Panacela’s expense. No such action may be settled without RPCI’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Panacela shall indemnify and hold the Indemnitees harmless against any Losses that may be found or assessed against RPCI or any of the foregoing in connection with any such action. Panacela acknowledges and agrees that should Panacela decline or fail to promptly commence or prosecute such claims or suits within six (6) months after notice thereof, RPCI may institute such claims or suits in its own name and join Panacela as a party thereto at RPCI’s expense. Panacela shall cooperate and assist fully in any claims, suits or other actions commenced, prosecuted and/or defended by RPCI pursuant to this Section, and RPCI shall keep any recovery or damages awarded or recovered in connection therewith.
Notification and Procedure. (1) If the NN Sub-Contractor considers that it is entitled to an adjustment to the Sub-Contract Sum or that it has any other entitlement under or in relation to the Sub-Contract (including damages for breach of contract on the part of the Contractor), the NN Sub-Contractor shall, as soon as practicable and in any event within 10 working days after it became aware or should have become aware of such entitlement, give notice of this to the Contractor. The notice must prominently state that it is being given under this sub-clause 10(a)(1). Within a further 20 working days after giving the notice, the NN Sub-Contractor will give to the Contractor details of the following:-
Notification and Procedure. 10.2.1 If any party entitled to be indemnified pursuant to Section 10.1 (an "Indemnified Party") receives notice of the commencement by NuWays of any claim, action, suit, or proceeding (any such claim or action being referred to herein as an "Indemnifiable Claim") with respect to which EWorldMedia is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify EWorldMedia in writing (the "Claim Notice ") of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of EWorldMedia to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure.
Notification and Procedure. In the event of the Contractor:-
Notification and Procedure. Upon receipt of notice, whether formal or informal, direct or indirect, of any claim for which indemnification may be available under this Article XIII, the party receiving notice shall promptly notify the other party, and the management of both parties shall meet to discuss how to handle the matter. Notwithstanding the foregoing, the indemnifying party shall have the right to control the defense of any claim and to settle such claim in its sole discretion, except that any such settlement shall not require the indemnified party to take or refrain from taking any action other than the payment of money damages for which it is fully indemnified without its prior consent, which such consent shall not be unreasonably withheld, delayed or conditioned. The indemnified party shall have the right and obligation to reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, in the defense, settlement or other resolution of any claim. If the indemnifying party fails to timely and adequately conduct the defense of any claim, then the other party shall be entitled to take over control of such defense, including without limitation the right to select new counsel. If the indemnified party unreasonably withholds, delays or conditions its consent to any settlement for which such consent is required pursuant to this Section 13.03, then the indemnifying party shall continue to control the defense of such claim and shall have the right to commence an action against the indemnified party in accordance with the dispute resolution procedures outlined in Section 17.02 herein in the event adverse result (including any Losses) resulting from a judgment or other determination in such proceeding is less favorable to indemnifying party than the settlement as to which indemnified party failed or refused to provide its consent.
Notification and Procedure
