Condition to Indemnification. Should any claim subject to indemnity be made against Licensor or Licensee, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Licensor will control the defense and settlement of any claim under Section 8.1 and Licensee will control the defense and settlement of any claim under Section 8.2. The indemnified party agrees to cooperate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise.
Condition to Indemnification. The foregoing indemnities are conditioned on (i) the indemnified party’s prompt written notice of any claim or proceeding subject to indemnity; (ii) the indemnifying party’s control of the defense and settlement of any claim hereunder and (iii) all reasonable cooperation and assistance by the indemnified party in the defense and settlement of such claim at the expense of the indemnifying party. The indemnifying party shall not be responsible for any costs incurred or compromise made by the indemnified party without the indemnifying party’s prior written consent.
Condition to Indemnification. If either party expects to seek indemnification under this Article 8, it shall promptly give notice to the indemnifying party of the basis for such claim of indemnification, and the indemnifying party shall have sole authority to defend and/or settle such claim or suit. If indemnification is sought as a result of any third party claim or suit, such notice to the indemnifying party shall be given within fifteen (15) days after receipt by the other party of such claim or suit; provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each party shall fully cooperate with the other party in the defense of all such claims or suits at the expense of the indemnifying party. No offer of settlement, settlement or compromise shall be binding on a party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases such party without any liability, loss, cost or obligation to such party.
Condition to Indemnification. If either party expects to seek indemnification under this Article XI, it shall promptly give notice to the indemnifying party of the basis for such claim of indemnification. If indemnification is sought as a result of any third party claim or suit, such notice to the indemnifying party shall be within fifteen (15) days after receipt by the other party of such claim or suit; provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each party shall fully cooperate with the other party in the defense of all such claims or suits. No offer of settlement or compromise shall be binding on a party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases such party without any liability, loss, cost or obligation to such party.
Condition to Indemnification. If either party expects to seek indemnification under this Article X, it shall promptly give notice to the indemnifying party of the basis for such claim of indemnification. If indemnification is sought as a result of any third party claim or suit, such notice to the indemnifying party shall be within fifteen (15) days after receipt by the other party of such claim or suit (if to Abbott, notice to Xxxxxx Laboratories, Risk Management, D-317, 000 Xxxxxx Xxxx Road, Xxxxxx Park, IL 60064-3500, with copy to the Abbott persons identified in Section 12.5 below; if to Licensor, notice as set forth in Section 12.5 below); provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each party shall fully cooperate with the other party in the defense of all such claims or suits. No offer of settlement, settlement or compromise shall be binding on a party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases such party without any liability, loss, cost or obligation to such party.
Condition to Indemnification. As a condition to a Party’s indemnification obligations hereunder, the other Party shall give the indemnifying Party sole control of the defense and settlement of the claim, prompt notice of a claim, and, at the indemnifying Party’s expense and request, all available information and reasonable assistance in relation to such defense and settlement efforts. Neither Party may compromise or settle a third-party claim that adversely affects the other Party without the other Party’s prior written consent, which consent shall not be unreasonably withheld.
Condition to Indemnification. If any claim or action is commenced against a party entitled to indemnification under this Section for Losses resulting from such claim or action (a "Claim"), such party shall given written notice to the other party within ten (10) days of notice of such Claim. If such party receiving notice is obligated under this Section to defend the party against such Claim, then the indemnifying party shall take control of the defense and investigation of the Claim, using such attorneys and other assistance as it selects in its discretion. The indemnified party shall cooperate in all reasonable respects in such investigation and defense, including trial and any appeals, provided that such party may also participate, at its own expense, in such defense. No settlement of a Claim that involves a remedy other than payment of money by indemnifying party shall be agreed to and entered without the consent of the indemnified party, which consent shall not be unreasonably withheld.
Condition to Indemnification. Any claim for indemnification under Section 9.2 above shall be subject to the respective obligation or liability (i) being determined as a result of a final (rechtskräftig) court judgment (unless a preliminary or other court judgment obliges the Ipsen Group Company concerned to make payments prior to a final court judgment in which case the claim for indemnification becomes immediately due) or (ii) resulting from any settlement agreements entered into in compliance with the provisions of Section 9.6 above.
Condition to Indemnification. When seeking indemnification pursuant to this Section 7, Adaptec shall give prompt notice upon learning of a situation giving rise to such claim for indemnity, and will reasonably cooperate with Contractor in the defense of such claim.
Condition to Indemnification. If either Party expects to seek indemnification under this Article 9 (the “Indemnitee”), it shall promptly give notice to the indemnifying Party (the “Indemnitor”) of the basis for such claim of indemnification. If indemnification is sought as a result of any Third Party claim or suit (a “Claim”), the Indemnitee shall (i) provide the Indemnitor with prompt, written notice of the Claim, which notice shall include a reasonable identification of the alleged facts giving rise to such Claim; (ii) grant such Party reasonable authority and control over the defense and settlement of any such Claim; and (iii) reasonably cooperate with such Party and its agents in defense of any such Claim, at the Indemnitor’s expense. Each Indemnitee shall have the right to participate in the defense of any Claim for which Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless, by using attorneys of such Indemnitee’s choice, at such Indemnitee’s expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action. Any settlement of a Claim for which any Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless under this Article 9 shall be subject to the prior written approval of such Indemnitee, which approval shall not be unreasonably withheld, conditioned, or delayed. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.
