Common use of Notification of Claims; Conditions to Indemnification Obligations Clause in Contracts

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s right to receive indemnification under this Article 10, it shall (a) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (b) cooperate with the indemnifying Party in the defense of such claim or suit, and (c) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified party. The indemnifying Party shall have no liability under this Article 10 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 3 contracts

Samples: Collaborative Research and License Agreement (Targacept Inc), Collaborative Research and License Agreement (Targacept Inc), Collaborative Research and License Agreement (Targacept Inc)

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Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s 's right to receive indemnification under this Article 107, it shall (ai) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party in the defense of such claim or suit, and (ciii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified partyParty. The indemnifying Party shall have no liability under this Article 10 7 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Combinatorial Chemistry Agreement (Axys Pharmecueticals Inc)

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s right to receive indemnification under this Article 109, it shall will (ai) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party in the defense of such claim or suit, and (ciii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified partyParty. The indemnifying Party shall will have no liability under this Article 10 7 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Collaboration and License Agreement (Avi Biopharma Inc)

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s 's right to receive indemnification under this Article 109, it shall (ai) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party in the defense of such claim or suit, and (ciii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified partyParty. The indemnifying Party shall have no liability under this Article 10 9 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Collaborative Research and License Agreement (Axys Pharmecueticals Inc)

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Partyparty’s right to receive indemnification under this Article 109, it shall will (ai) promptly notify the other Party party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant heretoto this Article, (bii) cooperate with the indemnifying Party party in the defense of such claim or suit, and (ciii) permit the indemnifying Party party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party party without the prior written consent of the indemnified party. The indemnifying Party shall party will have no liability under this Article 10 9 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Second Collaboration and License Agreement (Avi Biopharma Inc)

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s right to receive indemnification under this Article 107, it shall will (ai) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party in the defense of such claim or suit, and (ciii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified partyParty. The indemnifying Party shall will have no liability under this Article 10 7 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Collaboration and License Agreement (Avi Biopharma Inc)

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Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s 's right to receive indemnification under this Article 109, it shall will (ai) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party in the defense of such claim or suit, and (ciii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified partyParty. The indemnifying Party shall will have no liability under this Article 10 9 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Collaborative Research and License Agreement (Signal Pharmaceuticals Inc)

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Partyparty’s right to receive indemnification under this Article 1011, it shall will (ai) promptly notify the other Party party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party party in the defense of such claim or suit, and (ciii) permit the indemnifying Party party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party party without the prior written consent of the indemnified party. The indemnifying Party shall party will have no liability under this Article 10 11 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Collaboration and License Agreement (Isis Pharmaceuticals Inc)

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s party's right to receive indemnification under this Article 1011, it shall will (ai) promptly notify the other Party party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (bii) cooperate with the indemnifying Party party in the defense of such claim or suit, and (ciii) permit the indemnifying Party party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no event, however, may the indemnifying party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party party without the prior written consent of the indemnified party. The indemnifying Party shall party will have no liability under this Article 10 11 with respect to claims or suits settled or compromised without its prior written consent.

Appears in 1 contract

Samples: Collaboration and License Agreement (Isis Pharmaceuticals Inc)

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