Common use of Condition to Indemnification Clause in Contracts

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 87, 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 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 except to the extent that 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 suits. The indemnifying party shall have sole authority to defend and/or settle such claim or suit; provided, however, that the indemnified party shall have the right to participate in its defense at the expense of the indemnifying party. No its own expense, and 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 cost, or obligation to such party.

Condition to Indemnification. If either party Party expects to seek indemnification under this Article 8Agreement, it shall promptly give notice to the indemnifying party 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 Third Party claim or suit, such notice to the indemnifying party Party shall be given within fifteen (15) days [***********] after receipt by the other party Party of such claim or suit; provided, however, that the failure to give notice within such time period shall not relieve the indemnifying party Party of its obligation to indemnify unless it shall be materially prejudiced by the failure. Each party Party shall fully cooperate with the other party Party in the defense of all such claims or suits at the expense of the indemnifying partysuits, and each Party shall be obligated to use commercially reasonable efforts to mitigate any damages for which it seeks indemnification hereunder. No offer of settlement, settlement or compromise shall be binding on a party Party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases such party Party without any liability, loss, cost or obligation to such partyParty. In addition, no Party shall agree to any settlement which may reasonably be expected to be detrimental to the reputation of the other Party hereto without the prior written consent of the other Party, such consent to not be unreasonably withheld.

Condition to Indemnification. If either party expects to seek indemnification under this Article 8XI, it shall promptly give notice to the *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. 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 partysuits. 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.