Common use of Conditions and Limitations of Indemnification Obligation Clause in Contracts

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("Indemnitor"), the party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of a Third Party Claim; (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonable required by the Indemnitor; and (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt). (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("Indemnitor"), the party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of any legal action undertaken by a third party and related to the subject matter of this Article 8 (a "Third Party Claim"); (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonable required by the Indemnitor; and (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt). (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party Party ("“Indemnitor"”), the party Party claiming indemnification ("“Indemnitee"”) must: shall: (ia) notify the Indemnitor promptly after learning of a Third Party Claim; ; (iib) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and and/or settlement of any such Third Party Claim against the Indemnitee; ; (iiic) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonable reasonably required by the Indemnitor; and and (ivd) abstain from making any statements or taking any actions which damage prejudice the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt). (b) . The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's ’s rights or interest without the Indemnitee's ’s prior written approval (which approval shall not be unreasonably withheld). (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("Indemnitor")) for any demands, law suits and other legal actions of third parties ("Third Party Claims") described in Sections 10.1 and 10.2 above, the party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of a Third Party Claim; (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and and/or settlement of any such the Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of any Third Party Claims for which indemnification is sought, as reasonable required by the Indemnitor; and; (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt). (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("Indemnitor")) for any demands, law suits and other legal actions of third parties ("Third Party Claims") described in Sections 10.1 and 10.2 above, the party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of a Third Party Claim; (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and and/or settlement of any such the Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of any Third Party Claims for which indemnification is sought, as reasonable required by the Indemnitor; and; (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt).; (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.

Conditions and Limitations of Indemnification Obligation. (a) In order to maintain the right to be indemnified by the other party ("Indemnitor"), the party claiming indemnification ("Indemnitee") must: (i) notify the Indemnitor promptly after learning of any legal action undertaken by a third party and related to the subject matter of this Section 9 (a "Third Party Claim"); (ii) allow the Indemnitor to manage and control (by way of intervention or otherwise) the defense and settlement of any such Third Party Claim against the Indemnitee; (iii) cooperate with the Indemnitor in the defense or the settlement negotiations of Third Party Claims as reasonable required by the Indemnitor; and (iv) abstain from making any statements or taking any actions which damage the defense against a Third Party Claim (including, without limitation, any statements against the interest of the Indemnitee or admissions of causation or guilt). (b) The Indemnitor shall not agree to any settlement that adversely affects the Indemnitee's rights or interest without the Indemnitee's prior written approval (which approval shall not be unreasonably withheld). (c) The Indemnitor shall have no obligation to indemnify the Indemnitee to the extent that a Third Party Claim results from the negligence or willful misconduct of the Indemnitee.