Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations under this Section 13.7 are subject to the following terms and conditions:
Notification and Cooperation. SBL and Marketing Organization will promptly notify the other if either of them becomes aware of any arbitration, litigation, judicial proceeding, insurance department or other governmental agency inquiry or complaint, regulatory or administrative investigation or proceeding, or customer complaint or demand, which directly or indirectly involves the rights and obligations of the parties under this Agreement. SBL and Marketing Organization each agree to cooperate fully with the other with respect to any matter referred to in this Section VI.
Notification and Cooperation. The obligations under this Section are conditioned on (a) the indemnified party notifying the indemnifying party promptly in writing of the commencement of any Action, (b) the indemnified party giving the indemnifying party sole control of the defense and any related settlement negotiations, and (c) the indemnified party cooperating with the indemnifying party in the defense.
Notification and Cooperation. 1. The customs authorities of the Parties shall provide each other with specimen impressions of stamps used in their customs offices for the issue of movement certificates EUR.1, with the models of the auth- orisation numbers granted to approved exporters and with the addresses of the customs authorities responsible for verifying those certificates and origin declarations.
Notification and Cooperation. In the event that Amarin shall be required (or shall voluntarily decide) to initiate a recall, withdrawal or field correction of, field alert report or comparable report with respect to any Product, Amarin shall notify Chemport’s authorized quality assurance officer, and Chemport shall reasonably cooperate with Amarin to implement the same.
Notification and Cooperation. An Indemnified Party shall give written notice to the Seller of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Seller of its obligations under this Article 8 unless and to the extent that the Seller shall have been actually prejudiced by the failure of the Indemnified Party to so notify the Seller. Such notice shall describe in reasonable detail such claim. In case any such action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at the cost and expense of the Seller, counsel and participate in the defense thereof. If the Seller participates in the defense of any claim, all Indemnified Parties shall thereafter deliver to the Seller copies of all notices and documents (including court papers) received by the Indemnified Parties relating to the claim, and shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Seller’s request) the provision to the Seller of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided, however, that the Seller shall not unreasonably withhold, delay or condition its consent. The Seller further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding.
Notification and Cooperation. Each Party shall notify the other promptly upon receiving a request for information, claim, complaint or allegation relating to the other Party's compliance with applicable data protection and/or information security law in relation to Personal Data Processed in connection with this agreement. Each Party shall provide the other Party with all such assistance in dealing with and responding to such Enquiry as the other party shall reasonably request.
Notification and Cooperation. In addition to the Scheduled Maintenance notice above, Cherwell will promptly notify Customer of any service outages via email or telephone. All notices will include a recovery time estimate. Cherwell will attempt to resolve outages within the time estimated but any timeframes are estimates only and are not guaranteed. Cherwell will also notify Customer when the outage is resolved and services have been restored. Customer acknowledges that in certain circumstances system unavailability may be caused by issues with Customer’s computers or systems and agrees to cooperate with Cherwell to determine the source of the outages.
Notification and Cooperation. The party seeking indemnification hereunder (the "Indemnified Party") shall: (i) promptly notify in writing the party obligated to indemnify (the "Indemnifying Party") of any claim, action or proceeding of a third party for which the Indemnified Party seeks indemnification; and (ii) cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any such claim, action or proceeding. The Indemnified Party's failure to comply with its obligations under this Section shall not constitute a breach of this Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding was actually and materially impaired thereby.
Notification and Cooperation. The Indemnified Party shall promptly notify the Indemnifying Party of any claim or legal action for which it seeks indemnification. The Indemnifying Party shall have the right to control the defense of any such claim, with the Indemnified Party providing reasonable cooperation as required.
