Example ContractsClausesNotification of Proceeding
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Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

Promptly after receipt by Indemnitee of notice of the commencement of any Claim by reason of (or arising in part out of) an Indemnifiable Event, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 7(c).

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director of the Company unless # the Company has joined in or the Board has consented to the initiation of such Proceeding; # the Proceeding is one to enforce indemnification rights under Section 5; or # the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

Notification. Each Party will promptly notify the other Party in writing of any actual, potential, suspected or threatened infringement, misappropriation or other violation in the Territory by a Third Party of any Licensed Patent Right in the Field of which it becomes aware (“Third Party Infringement”).

Notification. If the Development, Manufacture, Commercialization or use of any Licensed Product, the practice of any Licensed Intellectual Property, or the exercise of any other right granted by Axsome to Licensee hereunder, in each case, in the Territory (collectively, the “Licensed Activities”) by Licensee or any of its Affiliates or sublicensees or the practice of any Licensed Intellectual Property by Axsome is alleged by a Third Party to infringe, misappropriate or otherwise violate such Third Party’s Patent Rights or other Intellectual Property Rights in the Territory, the Party to whom such

Notification. Each Party will promptly notify the other Party in the event that any Third Party files suit or brings any other action alleging patent infringement by Licensee or Axsome or any of their respective Affiliates or sublicensees with respect to any of the Licensed Activities (any such suit or other action referred to herein as an “Infringement Claim”).

Notification. During the Pre-Closing Period, the Seller shall promptly notify the Purchaser in writing of: # the discovery by the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by the Seller in this Agreement; # any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by the Seller in this Agreement; # any Breach of any covenant or obligation of the Seller; and # any event, condition, fact or circumstance that may reasonably make the timely satisfaction of any of the conditions set forth in Section 5 or Section 6 impossible or unlikely. No such notification shall be deemed to supplement or amend this Agreement, including for purposes of determining # the accuracy of any representation or warranty made by the Seller in this Agreement or in the Seller Closing Certificate or # whether any of the conditions set forth in Section 6 has been satisfied. The Parties acknowledge and agree that any failure by Seller to make a notification pursuant to this [Section 4.3] shall in no event result in or be deemed a failure of any of the conditions set forth in Article 5 to be satisfied.

Notification. agrees to notify Kx in writing promptly following the discovery of any Error.

Notification. Between the date of this Agreement and the Closing date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

Other Notification. During the period of two (2) years following termination of the Participant’s employment with the Corporation or an Affiliate, the Participant shall provide a copy of Section 20 of this Award Agreement to each new employer before starting in any new employment. The Participant agrees that the Corporation may notify any third party about the Participant’s obligations under Section 20 of this Award Agreement until such obligations are fulfilled.

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