Common use of Notice and Assistance Clause in Contracts

Notice and Assistance. An indemnified person under Sections 12.1(a) or 12.1(b) (“Indemnified Party”) shall give the indemnifying party under Sections 12.1(a) or 12.1(b) (“Indemnifying Party”) prompt written notice of any Loss or discovery of any relevant Third Party Claim upon which such Indemnified Party intends to base a request for indemnification under Sections 12.1(a) or 12.1(b) (an “Indemnification Claim Notice”). Where required the Indemnifying Party shall promptly send a copy of the Indemnification Claim Notice to its relevant insurers and shall permit them to exercise their rights of subrogation and hereafter in this Article 12 “Indemnifying Party” shall be deemed to include any such insurers. In no event shall the Indemnifying Party be liable for any Damages that results from any delay in providing the Indemnification Claim Notice. Each Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Damages claimed (to the extent that the nature and amount of such Damages is known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received in respect of any such Damages. For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by a Party to this Agreement or its insurers.

Notice and Assistance. An If a party or any of its directors, officers, employees, consultants, Affiliates or sublicensees has a right to be indemnified person under Sections 12.1(a) or 12.1(b) this Article 12 (each, an “Indemnified Party”), (i) the Indemnified Party shall give prompt notice of such Third Party Claim to the indemnifying party under Sections 12.1(a) or 12.1(b) from whom indemnification is sought hereunder (the “Indemnifying Party”) prompt written notice and (ii) the Indemnifying Party will have the first right to defend any Third Party Claims for which it is required to Indemnify the Indemnified Party, with the cooperation and at the expense of such Indemnifying Party, provided that it will not settle any Loss or discovery of any relevant such Third Party Claim upon without the prior written consent of the Indemnified Party, which such Indemnified Party intends to base a request for indemnification under Sections 12.1(a) or 12.1(b) (an “Indemnification Claim Notice”)consent shall not be unreasonably withheld. Where required If the Indemnifying Party shall promptly send is defending a copy of Third Party Claim, the Indemnification Claim Notice to its relevant insurers and shall permit them to exercise their rights of subrogation and hereafter in this Article 12 “Indemnifying Party” shall be deemed to include any such insurers. In no event shall the Indemnifying Party be liable for any Damages that results from any delay in providing the Indemnification Claim Notice. Each Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Damages claimed (to the extent that the nature and amount of such Damages is known at such time). The Indemnified Party shall furnish promptly have the right to be present in person or through counsel at substantive legal proceedings. In the event that the parties cannot agree as to the Indemnifying application of Sections 12.1 or 12.2 as to any Damages or Third Party copies Claim, the parties may conduct separate defenses of all correspondence, communications and official documents (including court documents) received such claim. Each party further reserves the right to claim indemnity from the other in respect accordance with Sections 12.1 or 12.2 upon resolution of any such Damages. For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by a Party to this Agreement or its insurersunderlying claim.

Notice and Assistance. An If a party or any of its directors, officers, employees, consultants, Affiliates or sublicensees has a right to be indemnified person under Sections 12.1(a) or 12.1(b) this Article 10 (each, an “Indemnified Party”), (i) the Indemnified Party shall give prompt notice of such Third Party Claim to the indemnifying party under Sections 12.1(a) or 12.1(b) from whom indemnification is sought hereunder (the “Indemnifying Party”) prompt written notice and (ii) the Indemnifying Party will have the first right to defend any Third Party Claims for which it is required to Indemnify the Indemnified Party, with the cooperation and at the expense of such Indemnifying Party, provided that it will not settle any Loss or discovery of any relevant such Third Party Claim upon without the prior written consent of the Indemnified Party, which such Indemnified Party intends to base a request for indemnification under Sections 12.1(a) or 12.1(b) (an “Indemnification Claim Notice”)consent shall not be unreasonably withheld. Where required If the Indemnifying Party shall promptly send is defending a copy of Third Party Claim, the Indemnification Claim Notice to its relevant insurers and shall permit them to exercise their rights of subrogation and hereafter in this Article 12 “Indemnifying Party” shall be deemed to include any such insurers. In no event shall the Indemnifying Party be liable for any Damages that results from any delay in providing the Indemnification Claim Notice. Each Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Damages claimed (to the extent that the nature and amount of such Damages is known at such time). The Indemnified Party shall furnish promptly have the right to be present in person or through counsel at substantive legal proceedings. In the event that the parties cannot agree as to the Indemnifying application of Sections 10.1 or 10.2 as to any Damages or Third Party copies Claim, the parties may conduct separate defenses of all correspondence, communications and official documents (including court documents) received such claim. Each party further reserves the right to claim indemnity from the other in respect accordance with Sections 10.1 or 10.2 upon resolution of any such Damages. For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by a Party to this Agreement or its insurersunderlying claim.