Common use of Prompt Notice Required Clause in Contracts

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the “Indemnitee”) to the persons against whom indemnification may be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, the Indemnitor shall no longer be entitled to assume such defense.

Appears in 3 contracts

Samples: License and Supply Agreement (Amarillo Biosciences Inc), License and Supply Agreement (Amarillo Biosciences Inc), License and Supply Agreement (Amarillo Biosciences Inc)

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Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable after such Indemnitee becomes aware of such claim; , provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XIIXV. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 sixty (60) days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 3 contracts

Samples: License and Supply Agreement (Atrix Laboratories Inc), Escrow Agreement (Atrix Laboratories Inc), And Supply Agreement (QLT Inc/Bc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XIIXVI. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 3 contracts

Samples: License Agreement (Atrix Laboratories Inc), License Agreement (Collagenex Pharmaceuticals Inc), License Agreement (Collagenex Pharmaceuticals Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons Party seeking indemnification (the “IndemniteeIndemnified Party”) to the persons against whom indemnification may be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee Indemnified Party becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee Indemnified Party and its Indemnitees for a Loss and shall specify the amount of Loss Loss, if available, and relevant details thereof. The Indemnitor shall notify Indemnitee Indemnified Party no later than 60 thirty (30) days from such notice of its intention to assume the defense of any such claim. In Failure of the event Indemnified Party to notify Indemnitor within such notice period shall not relieve Indemnitor of any liability hereunder, except to the extent the Indemnitor fails to give reasonably demonstrates that it has been prejudiced by such notice within that time, the Indemnitor shall no longer be entitled to assume such defensefailure.

Appears in 2 contracts

Samples: License Agreement (Spring Bank Pharmaceuticals, Inc.), License Agreement (MIGENIX Inc.)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the “Indemnitee”) to the persons against whom indemnification may be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; , provided that the failure to notify the Indemnitor shall not relieve it the Indemnitor from any liability which it may have except to the Indemnitee otherwise than under this Article XIIextent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such claim. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 2 contracts

Samples: License and Development Agreement (Biodelivery Sciences International Inc), License and Development Agreement (Biodelivery Sciences International Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable practical after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XIIXIV. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 sixty (60) days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: Agreement (Collagenex Pharmaceuticals Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XIIXIII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: License Agreement (Amarillo Biosciences Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the “Indemnitee) to the persons against whom indemnification may be sought (the “Indemnitor) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; , provided that the failure to notify the Indemnitor shall not relieve it the Indemnitor from any liability which it may have except to the Indemnitee otherwise than under this Article XIIextent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such claim. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days *** from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: Bema Fentanyl Supply Agreement (Biodelivery Sciences International Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the “Indemnitee) to the persons against whom indemnification may be sought (the “Indemnitor) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; , provided that the failure to notify the Indemnitor shall not relieve it the Indemnitor from any liability which it may have except to the Indemnitee otherwise than under this Article XIIextent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such claim. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: Bema License Agreement (Biodelivery Sciences International Inc)

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Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: License and Supply Agreement (Amarillo Biosciences Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the “Indemnitee”) to the persons against whom indemnification may be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; , provided that the failure to notify the Indemnitor shall not relieve it the Indemnitor from any liability which it may have except to the Indemnitee otherwise than under this Article XIIextent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such claim. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days *** from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: License Agreement (Biodelivery Sciences International Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the “Indemnitee) to the persons against whom indemnification may be sought (the “Indemnitor) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; , provided that the failure to notify the Indemnitor shall not relieve it the Indemnitor from any liability which it may have except to the Indemnitee otherwise than under this Article XIIextent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such claim. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days *** from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense. ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “***”.

Appears in 1 contract

Samples: Bema Fentanyl Supply Agreement (Biodelivery Sciences International Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, the Indemnitor shall no longer be entitled to assume such defense.. Confidential ------------ **** Indicates that a portion of the text has been omitted and filed separately with the Commission. 31

Appears in 1 contract

Samples: License and Supply Agreement (Amarillo Biosciences Inc)

Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification indemnitee (the "Indemnitee") to the persons against whom indemnification may be sought (the "Indemnitor") as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 sixty (60) days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, time the Indemnitor shall no longer be entitled to assume such defense.

Appears in 1 contract

Samples: Development and Supply Agreement (Atrix Laboratories Inc)

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