Common use of Claims for Indemnity Clause in Contracts

Claims for Indemnity. Claims for indemnity under this Access License shall be subject to the following additional terms: (i) The indemnified party shall provide prompt written notice, in reasonable detail, of any claim for which it may seek indemnification hereunder; (ii) If such notice is not provided within the time stated above, the indemnified party nonetheless shall be entitled to indemnification by the indemnifying party, except to the extent that indemnifying party is actually prejudiced by the late receipt of such notice; (iii) The Indemnified Party agrees to cooperate with Indemnifying Party in a commercially reasonable manner in the defense of such claim. Indemnifying Party shall at all times keep the Indemnified Party reasonably apprised of the status of any such action; (iv) The Indemnifying Party shall not effect a settlement of any such claim, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. It shall not be considered unreasonable to withhold consent if the settlement contains any admission on the part of the Indemnified Party of wrongdoing or contains any sanctions other than the payment of money that the Indemnifying Party agrees to and is able to pay.

Claims for Indemnity. Claims for indemnity under this Access License shall be subject to the following additional terms: (i) The indemnified party shall provide prompt written notice, in reasonable detail, of any Whenever a claim for Damages shall arise for which it may seek indemnification hereunder; (ii) If such notice is not provided within the time stated above, the indemnified party nonetheless an Indemnified Party shall be entitled to indemnification by hereunder, such Indemnified Party shall notify the indemnifying partyIndemnifying Party in writing within fifteen (15) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for the Indemnifying Party to take appropriate action to resist such claim. Such notice shall specify in reasonable detail all facts and circumstances known to the Indemnified Party regarding the claim and shall explain in reasonable detail the basis on which the Indemnified Party claims a right to indemnity, including citation to relevant sections of this Agreement, and, if estimable, shall estimate the amount of the liability arising therefrom. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that indemnifying party the Indemnifying Party is actually prejudiced by such failure. If the late receipt of such notice; (iii) The Indemnified Party agrees to cooperate with Indemnifying Party in a commercially reasonable manner in the defense of such claim. Indemnifying Party shall at all times keep the Indemnified Party reasonably apprised be duly notified of the status of any such action; (iv) The Indemnifying Party shall not effect a settlement of any such indemnity claim, without the prior written consent parties shall attempt to settle and compromise the same, or if unable to do so within sixty (60) days of the Indemnified Party’s delivery of notice of indemnity claim, which consent the parties may seek arbitration in accordance with Section 12.3. Any rights of indemnification established by reason of such settlement or arbitration proceeding shall not thereafter be unreasonably withheld. It shall not be considered unreasonable to withhold consent if the settlement contains any admission on the part of the Indemnified Party of wrongdoing or contains any sanctions other than the payment of money that paid and satisfied by the Indemnifying Party agrees to and promptly after such date that the indemnified amount is able to payfinally determined.

Claims for Indemnity. Claims for indemnity under this Access License shall be subject to the following additional terms: (i) The indemnified party shall provide prompt written notice, in reasonable detail, of any Whenever a claim for Damages shall arise for which it may seek indemnification hereunder; one party (ii"Indemnified Party") If such notice is not provided within the time stated above, the indemnified party nonetheless shall be entitled to indemnification by hereunder, the indemnifying partyIndemnified Party shall notify the other party ("Indemnifying Party") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that indemnifying party is actually prejudiced by the late receipt of such notice; (iii) The Indemnified Party agrees to cooperate with Indemnifying Party shall have been prejudiced in a commercially reasonable manner in the defense of its ability to defend such claim. Indemnifying Party Such notice shall at all times keep specify with reasonable particularity the facts known to the Indemnified Party reasonably apprised giving rise to such indemnity rights and shall estimate the amount of the status of any such action; (iv) liability arising therefrom. The Indemnifying Party shall not effect a settlement of any such claim, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. It shall not be considered unreasonable to withhold consent if the settlement contains any admission on the part right of the Indemnified Party of wrongdoing or contains any sanctions other than the payment of money that to indemnification, as set forth in this notice, shall be deemed agreed to by the Indemnifying Party agrees unless, within fifteen (15) days after the mailing of such notice, the Indemnifying Party shall notify the Indemnified Party in writing that it disputes the right of the Indemnified Party to and is able to pay.indemnification. If the Indemnified Party shall be duly notified of such

Claims for Indemnity. Claims for indemnity under this Access License shall be subject to the following additional terms: (i) The indemnified party shall provide prompt written notice, in reasonable detail, of any Whenever a claim for Damages shall arise for which it may seek indemnification hereunder; one party (iithe “Indemnified Party”) If such notice is not provided within the time stated above, the indemnified party nonetheless shall be entitled to indemnification by hereunder, the indemnifying partyIndemnified Party shall promptly notify the other party hereto (the “Indemnifying Party”) in writing describing the claim and the basis therefor; provided however, that the failure to give notice shall not affect the right of the Indemnified Party to indemnification hereunder except to the extent that indemnifying party is actually prejudiced by such failure materially prejudices the late receipt ability of such notice; (iii) The Indemnified Party agrees to cooperate with the Indemnifying Party in a commercially reasonable manner in the defense of such to defend any claim. Indemnifying Party shall at all times keep the Indemnified Party reasonably apprised of the status of any such action; (iv) The Indemnifying Party shall not effect a settlement of any such claim, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. It shall not be considered unreasonable to withhold consent if the settlement contains any admission on the part right of the Indemnified Party of wrongdoing or contains any sanctions other than the payment of money that to indemnification, as set forth in this notice, shall be deemed agreed to by the Indemnifying Party agrees unless, within thirty (30) days after the giving (as determined in Section 11.8) of such notice, the Indemnifying Party shall notify the Indemnified Party in writing that it disputes the right of the Indemnified Party to indemnification. If the Indemnified Party shall be duly notified of such dispute, the parties shall attempt to settle and is able to paycompromise the same.