Common use of Notification of Claim Clause in Contracts

Notification of Claim. Each Supernus Indemnitee shall notify RH in writing promptly upon becoming aware of any pending or threatened claim, suit, proceeding or other action (“Claim”) to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of RH’s indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. RH shall have the right to assume and control the defense of the Claim at its own expense. If the right to assume and control the defense is exercised, the Supernus Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and RH’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Supernus Indemnitee after the assumption of the defense by RH. If RH does not assume the defense of the Claim, the Supernus Indemnitee may defend the Claim, at RH’s expense; provided that the Supernus Indemnitee shall not settle or compromise the Claim without the consent of RH, which consent shall not be unreasonably withheld. The Supernus Indemnitee shall cooperate with RH and will make available to RH all pertinent information under the Supernus Indemnitee’s control.

Notification of Claim. Each Supernus Afecta Indemnitee shall notify RH Supernus in writing promptly upon becoming aware of any pending or threatened claim, suit, proceeding or other action (“Claim”) to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of RH’s Supernus’ indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. RH Supernus shall have the right to assume and control the defense of the Claim at its own expense. If the right to assume and control the defense is exercised, the Supernus Afecta Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and RH’s Supernus’ indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Supernus Afecta Indemnitee after the assumption of the defense by RHSupernus. If RH Supernus does not assume the defense of the Claim, the Supernus Afecta Indemnitee may defend the Claim, at RH’s Supernus’ expense; provided that the Supernus Afecta Indemnitee shall not settle or compromise the Claim without the consent of RHSupernus, which consent shall not be unreasonably withheld. The Supernus Afecta Indemnitee shall cooperate with RH Supernus and will make available to RH Supernus all pertinent information under the Supernus Afecta Indemnitee’s control.

Notification of Claim. Each Supernus RH Indemnitee shall notify RH Supernus in writing promptly upon becoming aware of any pending or threatened claim, suit, proceeding or other action (“Claim”) to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of RH’s Supernus’ indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. RH Supernus shall have the right to assume and control the defense of the Claim at its own expense. If the right to assume and control the defense is exercised, the Supernus RH Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and RH’s Supernus’ indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Supernus RH Indemnitee after the assumption of the defense by RHSupernus. If RH Supernus does not assume the defense of the Claim, the Supernus RH Indemnitee may defend the Claim, at RH’s Supernus’ expense; provided that the Supernus RH Indemnitee shall not settle or compromise the Claim without the consent of RHSupernus, which consent shall not be unreasonably withheld. The Supernus RH Indemnitee shall cooperate with RH Supernus and will make available to RH Supernus all pertinent information under the Supernus RH Indemnitee’s control.

Notification of Claim. Each Supernus Indemnitee shall notify RH Afecta in writing promptly upon becoming aware of any pending or threatened claim, suit, proceeding or other action (“Claim”) to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of RHAfecta’s indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. RH Afecta shall have the right to assume and control the defense of the Claim at its own expense. If the right to assume and control the defense is exercised, the Supernus Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and RHAfecta’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Supernus Indemnitee after the assumption of the defense by RHAfecta. If RH Afecta does not assume the defense of the Claim, the Supernus Indemnitee may defend the Claim, at RHAfecta’s expense; provided that the Supernus Indemnitee shall not settle or compromise the Claim without the consent of RHAfecta, which consent shall not be unreasonably withheld. The Supernus Indemnitee shall cooperate with RH Afecta and will make available to RH Afecta all pertinent information under the Supernus Indemnitee’s control.