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.
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Samples: Manufacturing and Purchase Agreement, Manufacturing and Purchase Agreement, Manufacturing and Purchase Agreement (3PAR Inc.)
Condition to Indemnification. The foregoing indemnities are conditioned on (i1) the indemnified party’s prompt written notice of any claim or proceeding subject to indemnity; (ii2) 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 indemnifying party; and (3) prior written approval by the indemnifying party. The indemnifying party of any settlement, which approval shall not be responsible for any costs incurred or compromise made by the indemnified party without the indemnifying party’s prior written consentunreasonably withheld.
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