Common use of Notice and Cooperation Clause in Contracts

Notice and Cooperation. The party seeking defense or settlement of a third-party claim under this Section 14 (Third Party Claims Concerning Infringement) will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the defending party under this Section 14 (Third Party Claims Concerning Infringement).

Appears in 2 contracts

Samples: Solicitation Number, vrapp.vendorregistry.com

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Notice and Cooperation. The party seeking defense or settlement of a third-party claim under this Section 14 11 (Third Party Claims Concerning InfringementClaims) will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is 080119-ATT limited to monetary damages that are paid by the defending party under this Section 14 11 (Third Party Claims Concerning InfringementClaims).

Appears in 2 contracts

Samples: Solicitation Number, vrapp.vendorregistry.com

Notice and Cooperation. The party seeking defense or settlement of a third-party claim under this Section 14 (Third Party Claims Concerning Infringement) 7 will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the defending party under this Section 14 (Third Party Claims Concerning Infringement)7.

Appears in 2 contracts

Samples: Master Agreement, Master Agreement

Notice and Cooperation. The party Party seeking defense or settlement of a third-third‐ party claim under this Section 14 (Third Party Claims Concerning Infringement) §34 will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The To the extent permitted by law, the party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the defending party under this Section 14 (Third Party Claims Concerning Infringement)§34.

Appears in 1 contract

Samples: State of Utah Cooperative Contract

Notice and Cooperation. The party Party seeking defense or settlement of a third-third- party claim under this Section 14 11 (Third Party Claims Concerning InfringementClaims) will provide notice to the other party Party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party Party is prejudiced by the delay. The party Party seeking defense or settlement will allow the other party Party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party Party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party Party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party Party being defended is limited to monetary damages that are paid by the defending party Party under this Section 14 (Third Party Claims Concerning Infringement)11.

Appears in 1 contract

Samples: Fiber Licensing Agreement

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Notice and Cooperation. The party Party seeking defense or settlement of a third-party claim under this Section 14 (Third Party Claims Concerning Infringement) Clause 24 will provide notice to the other party Party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party Party is prejudiced by the delay. The party Party seeking defense or settlement will allow the other party Party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party Party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party Party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party Party being defended is limited to monetary damages that are paid by the defending party Party under this Section 14 (Third Party Claims Concerning Infringement)Clause 24.

Appears in 1 contract

Samples: Services Agreement

Notice and Cooperation. The party seeking defense or settlement of a third-third party claim under this Section 14 (Third Party Claims Concerning Infringement) 7 will provide notice to notify the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delaythereby. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The ; but the defending party will use counsel reasonably experienced in the subject matter at issue issue, and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against on the party being defended claim is limited to monetary damages that are paid by the defending party under this Section 14 (Third Party Claims Concerning Infringement)7.

Appears in 1 contract

Samples: Master Agreement

Notice and Cooperation. The party seeking defense or settlement of a third-party claim under this Section 14 (Third Party Claims Concerning Infringement) 8 will provide notice to the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced by the delay. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the subject matter at issue and will not settle a claim without the written consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the defending party under this Section 14 (Third Party Claims Concerning Infringement)8.

Appears in 1 contract

Samples: Master Agreement

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