Third Party Suits. (a) TJC shall promptly give notice to Seller and the Members of any suit, demand, or claim by a third person against TJC, for which TJC is entitled to indemnification under Section 13(a) (a “Third Party Suit”), which may be given by notice of an indemnification claim in respect of the Third Party Suit. TJC’s failure or delay in giving this notice shall not relieve Seller or the Members from their indemnification obligation under this Section 19(a) in respect of the Third Party Suit, except to the extent that Seller or the Members suffer or incur a loss or are prejudiced by reason of TJC’s failure or delay.
Third Party Suits. (a) Fenix shall promptly give written Notice to the Shareholders of any Third Party Suit, which may be given by written Notice of an Indemnification Claim in respect of the Third Party Suit. Fenix’s failure or delay in giving this Notice shall not relieve the Shareholders from their indemnification obligation under this Article 10 in respect of the Third Party Suit, except to the extent that the Shareholders suffer or incur a loss or are prejudiced by reason of Fenix’s failure or delay.
Third Party Suits. (a) F5 Finishes shall promptly give written Notice to Shareholder of any Third Party Suit, which may be given by written Notice of an Indemnification Claim in respect of the Third Party Suit. F5 Finishes’ failure or delay in giving this Notice shall not relieve Shareholder from his indemnification obligation under this Article 10 in respect of the Third Party Suit, except to the extent that Shareholder suffers or incurs a loss or is prejudiced by reason of F5 Finishes’ failure or delay.
Third Party Suits. (a) Indemnified party shall promptly give notice to indemnifying party of any suit, demand, or claim by a third person against indemnified party, for which indemnified party is entitled to indemnification under Section 13(a) (a “Third Party Suit”), which may be given by notice of an Indemnification Claim in respect of the Third-Party Suit. Indemnified party’s failure or delay in giving this notice shall not relieve indemnifying party from its indemnification obligation under this Section 19(a) in respect of the Third-Party Suit, except to the extent that indemnifying party suffers or incur a loss or is prejudiced by reason of indemnified party’s failure or delay.
Third Party Suits. In the case of any Claim relating to a claim by a third party (a "Third Party Suit"), the Indemnified Party shall control the defense of the Third Party Suit and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for Losses arising out of the Third Party Suit. If the Indemnifying Party assumes control of the defense of a Third Party Suits, (i) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation and (ii) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.
Third Party Suits. In the event that a Third Party shall make any claim or bring any suit or other proceeding against [*****], or any of its Affiliates, [*****] or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, making, using selling, offering for sale, import or export of any Tau-Active Antibody or Licensed Product, [*****] shall have the right to defend and control the defense of such claim, suit or other proceeding as well as to initiate and control any counterclaim or other similar action at its own cost and expense. [*****] shall fully cooperate with [*****] in defense of such claim, suit or other proceeding, including by being joined as a party. Unless otherwise mutually agreed by the Parties, and subject to the respective indemnity obligations of the Parties set forth in Article 11, the provisions of Sections 8.3 and 8.4 shall apply to any proceeding covered by this Section 8.5, except that the negotiation of any license from the Third Party shall be subject to Section 5.7.
Third Party Suits. (a) Buyer shall promptly give Notice to Sellers of any Third Party Suit, which may be given by Notice of an Indemnification Claim in respect of the Third Party Suit. Buyer’s failure or delay in giving this Notice shall not relieve Sellers from his indemnification obligation under this Article 9 in respect of the Third Party Suit, except to the extent that Sellers suffer or incur a loss or are prejudiced by reason of Buyer’s failure or delay.
Third Party Suits. In the event that a Third Party shall make any claim or bring any suit or other proceeding against Genentech, or any of its Affiliates, Genentech Licensees or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. FINAL EXECUTION DOCUMENT making, using selling, offering for sale, import or export of any [*****] or Licensed Product, [*****] shall have the right to defend and control the defense of such claim, suit or other proceeding as well as to initiate and control any counterclaim or other similar action at its own cost and expense. [*****] shall fully cooperate with [*****] in defense of such claim, suit or other proceeding, including by being joined as a party. Unless otherwise mutually agreed by the Parties, and subject to the respective indemnity obligations of the Parties set forth in Article 11, the provisions of Sections 8.3 and 8.4 shall apply to any proceeding covered by this Section 8.5, except that the negotiation of any license from the Third Party shall be subject to Section 5.8.
Third Party Suits. In the case of any Third Party Suit (including, without limitation, for the purposes of this Section 9.5 those third party suits described in Schedule 3.14), the Indemnifying Party shall control the defense of the Third Party Suit, and shall be fully responsible for the costs of counsel related thereto The Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation, and the Indemnified Party may, at its expense, participate in (but not - 42 - 44 control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. All parties shall cooperate in the defense of the Third Party Suit.
Third Party Suits. (a) The Indemnified Party shall promptly give Notice to the Indemnifying Party of any Third Party Suit (which may be given by Notice of an Indemnification Claim in respect of the Third Party Suit). The Indemnified Party's failure or delay in giving this Notice shall not relieve the Indemnifying Party from its indemnification obligations under this Article 10 in respect of the Third Party Suit (except to the extent that the Indemnifying Party suffers or incurs a loss by reason of the Indemnified Party's failure or delay).
