Common use of Claim for Indemnification Clause in Contracts

Claim for Indemnification. Whenever any claim for indemnification arises under Sections 4.04 or 4.05, Pfenex Indemnitees and the Dow Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for the claim. The Indemnified Party’s failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability to such Indemnified Party unless the Party is prejudiced by the failure to timely notify the Indemnifying Party. The Indemnifying Party has the right to assume the defense and control the disposition of such claim and agrees to reasonably cooperate with the other Party in the handling thereof, provided that Party shall have the right to participate in the defense of such claim at its own expense. The Indemnified Party shall not settle or compromise any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Party wishes to waive its rights to indemnity. In no event shall either the Indemnified Party or Indemnifying Party settle any claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party.

Claim for Indemnification. Whenever any claim Claim shall arise for indemnification arises under Sections 4.04 or 4.05Section 8.5, Pfenex the Astellas Indemnitees and the Dow CPC Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of the claim Claim and, when known, the facts constituting the basis for the claim. The Indemnified Party’s failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability to such Indemnified Party unless the Party is prejudiced by the failure to timely notify the Indemnifying PartyClaim. The Indemnifying Party has the right to assume the defense shall promptly assume, and control the disposition of such claim and agrees to reasonably cooperate with the other Party in the handling thereof, provided that Party shall have the right to participate in control, the defense of such claim and settlement thereof at its own expense. The Indemnified Party shall not settle or compromise any claim Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party wishes is in breach of its obligation to waive its rights to indemnitydefend hereunder. In no event shall either the Indemnified Party or Indemnifying Party settle any claim Claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim Claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party, or result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable. The provisions of this Article 8 shall be subject to the dispute resolution procedures of Article 10.