Common use of Notification of Claim Clause in Contracts

Notification of Claim. Each Afecta Indemnitee shall notify 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 Supernus’ indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. 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 Afecta Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and Supernus’ indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Afecta Indemnitee after the assumption of the defense by Supernus. If Supernus does not assume the defense of the Claim, the Afecta Indemnitee may defend the Claim, at Supernus’ expense; provided that the Afecta Indemnitee shall not settle or compromise the Claim without the consent of Supernus, which consent shall not be unreasonably withheld. The Afecta Indemnitee shall cooperate with Supernus and will make available to Supernus all pertinent information under the Afecta Indemnitee’s control.

Notification of Claim. Each Afecta Supernus Indemnitee shall notify Supernus 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 Supernus’ Afecta’s indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. Supernus 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 Afecta Supernus Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and Supernus’ Afecta’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Afecta Supernus Indemnitee after the assumption of the defense by SupernusAfecta. If Supernus Afecta does not assume the defense of the Claim, the Afecta Supernus Indemnitee may defend the Claim, at Supernus’ Afecta’s expense; provided that the Afecta Supernus Indemnitee shall not settle or compromise the Claim without the consent of SupernusAfecta, which consent shall not be unreasonably withheld. The Afecta Supernus Indemnitee shall cooperate with Supernus Afecta and will make available to Supernus Afecta all pertinent information under the Afecta Supernus Indemnitee’s control.

Notification of Claim. Each Afecta RH Indemnitee shall notify 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 Supernus’ indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. 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 Afecta RH Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and Supernus’ indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Afecta RH Indemnitee after the assumption of the defense by Supernus. If Supernus does not assume the defense of the Claim, the Afecta RH Indemnitee may defend the Claim, at Supernus’ expense; provided that the Afecta RH Indemnitee shall not settle or compromise the Claim without the consent of Supernus, which consent shall not be unreasonably withheld. The Afecta RH Indemnitee shall cooperate with Supernus and will make available to Supernus all pertinent information under the Afecta RH Indemnitee’s control.

Notification of Claim. Each Afecta Supernus Indemnitee shall notify Supernus 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 Supernus’ RH’s indemnity obligations hereunder if and to the extent that Supernus is materially damaged thereby. Supernus 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 Afecta Supernus Indemnitee shall have the right to participate in, but not control, such defense at its own expense, and Supernus’ RH’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred by the Afecta Supernus Indemnitee after the assumption of the defense by SupernusRH. If Supernus RH does not assume the defense of the Claim, the Afecta Supernus Indemnitee may defend the Claim, at Supernus’ RH’s expense; provided that the Afecta Supernus Indemnitee shall not settle or compromise the Claim without the consent of SupernusRH, which consent shall not be unreasonably withheld. The Afecta Supernus Indemnitee shall cooperate with Supernus RH and will make available to Supernus RH all pertinent information under the Afecta Supernus Indemnitee’s control.