Common use of Conditions for Indemnification Clause in Contracts

Conditions for Indemnification. A Person seeking recovery under this Section 7 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from whom indemnification is sought (the “Indemnifying Party”); and provided that the Indemnifying Party is not contesting its obligation under this Section 7, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; and further provided, that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7.

Conditions for Indemnification. A Person The party seeking recovery indemnification under this Section 7 9 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to promptly notify the Party from whom indemnification is sought other party (the “Indemnifying Party”)) of any claim, suit or proceeding for which indemnification may be sought; and provided provided, however, that any failure by the Indemnified Party to provide prompt written notice as required by this Section 9 shall excuse the Indemnifying Party only to the extent that it is not contesting its obligation under this Section 7, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; and further provided, that the Indemnifying prejudiced thereby. The Indemnified Party shall (aunless prohibited by law, regulation or a court proceeding) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its with regard to the defense of any such Claim in all reasonable respects and suit or threatened suit. The Indemnifying Party shall have full control of any such claim, proceeding or suit and the right authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment that may be entered, except that it may not settle the matter in a manner that imposes any material duty or restriction on the Indemnified Party (including admitting liability on behalf of the Indemnified Party) without its consent, not to be present in person or through unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party may, at its option and its own expense, hire its own counsel at all legal proceedings to advise it with respect to any such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided aboveclaim, (a) the Indemnified Party may defend against, consent to the entry of any judgment, subpoena or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7suit.

Conditions for Indemnification. A Person seeking recovery Licensee agrees to defend, indemnify (including, without limitation, for reasonable attorneys’ fees), and hold harmless at its own expense any claim, suit or action brought against OpenTV, and its respective officers, directors, employees, agents, and shareholders (collectively, the “OpenTV Group”) that arises out of or relates to allegations that the Licensee Content, Licensee Features, Licensee Data or other technology or content which Licensee has provided or given OpenTV the right to use in order to comply with its obligations under this Section 7 Agreement, infringes any patent, copyright, trademark, service xxxx or trade secret of any third party, provided that (a) Licensee is notified of the “Indemnified Party”) claim in respect writing within a reasonable period of a Claim shall give prompt time after the General Counsel of OpenTV receives notice of the claim, suit or action; and (b) OpenTV gives Licensee reasonable assistance, information and authority necessary for Licensee to provide such Claim defense and indemnity and it is understood that such cooperation does not imply any financial burden of OpenTV; and (c) Licensee shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The Indemnified Party shall have the right to employ separate counsel, if the Indemnified Party from whom indemnification so elects in its sole discretion, and to participate in (but not control) the defense, compromise, or settlement thereof and the fees and expenses of such counsel shall be paid by the Indemnified Party unless the claim, investigation, action, suit or proceeding involves a claim where (i) any relief other than the payment of money damages is sought against the Indemnified Party or (the “Indemnifying Party”); and provided ii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party is not contesting its obligation under this Section 7or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action. In the event that the circumstances in (i) and/or (ii) exist, then the fees and expenses of the Indemnified Party’s counsel shall permit be borne by the Indemnifying Party, and the Indemnified Party shall have the right to elect whether to control the defense, compromise or settlement of such action itself or whether it requires the Indemnifying Party to control do so on its behalf. No Indemnified Party shall settle or compromise or consent to entry of any litigation relating judgment with respect to any such Claim and action for which it is entitled to indemnification hereunder without the disposition prior written consent of such Claim; and further providedthe Indemnifying Party, that the which consent shall not be unreasonably withheld. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim not, without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld), conditioned settle or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense compromise or consent to entry of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings judgment with respect to any such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided aboveclaim, (a) the Indemnified Party may defend againstinvestigation, consent to the entry of any judgmentaction, suit or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7proceeding.

Conditions for Indemnification. A Person seeking recovery With respect to any claim for indemnification under this Section 7 9: (the “Indemnified Party”a) in respect of a Claim Aggrieved Party shall give prompt notice of such Claim to the Party from whom indemnification is sought (the “Indemnifying Party”); and provided that notify the Indemnifying Party is not contesting its obligation under this Section 7within thirty (30) days after it first learns, shall permit or in the Indemnifying Party exercise of reasonable diligence should have learned, of the Losses giving rise to control any litigation relating to such Claim and the disposition of such Claimclaim; and further provided, that the (b) Indemnifying Party shall have sole control of the defense and all related settlement negotiations (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified provided that Indemnifying Party and (b) shall not settle or otherwise resolve any such claim without the prior written consent of such Indemnified Party (which consent shall Aggrieved Party, not to be unreasonably withheld, conditioned withheld or delayed). Each Indemnified ; and (c) Aggrieved Party shall cooperate provide Indemnifying Party with the assistance, information and authority reasonably necessary to perform the above. Indemnifying Party shall reimburse Aggrieved Party for its reasonable out-of-pocket expenses incurred in its providing such assistance. In no event shall Indemnifying Party settle any such claim by making an agreement which would cause Aggrieved Party to lose any rights under this Agreement without Aggrieved Party’s prior written consent. If Indemnifying Party fails to assume the defense of any such Claim in all reasonable respects and shall have actual or threatened action covered by this Section 9 within the right to be present in person or through counsel at all legal proceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense earlier of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, deadline established by a third party in a written demand or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, by a court or obtain any consent from, the Indemnifying Party in connection therewith), and (b) thirty (30) days of notice of the Indemnifying claim, Aggrieved Party may follow such course of action as it reasonably deems necessary to protect its interest and shall be indemnified for all costs reasonably incurred in such action, provided, however, that Aggrieved Party shall remain responsible to indemnify not settle a claim without the Indemnified Party as provided in this Section 7consent of Indemnifying Party. 10.

Conditions for Indemnification. A Person seeking recovery With respect to any claim for indemnification under this Section 7 9: (the “Indemnified Party”a) in respect of a Claim Aggrieved Party shall give prompt notice of such Claim to the Party from whom indemnification is sought (the “Indemnifying Party”); and provided that notify the Indemnifying Party is not contesting its obligation under this Section 7within thirty (30) days after it first learns, shall permit or in the Indemnifying Party exercise of reasonable diligence should have learned, of the Losses giving rise to control any litigation relating to such Claim and the disposition of such Claimclaim; and further provided, that the (b) Indemnifying Party shall have sole control of the defense and all related settlement negotiations (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified provided that Indemnifying Party and (b) shall not settle or otherwise resolve any such claim without the prior written consent of such Indemnified Party (which consent shall Aggrieved Party, not to be unreasonably withheld, conditioned withheld or delayed). Each Indemnified ; and (c) Aggrieved Party shall cooperate provide Indemnifying Party with the assistance, information and authority reasonably necessary to perform the above. Indemnifying Party shall reimburse Aggrieved Party for its reasonable out-of-pocket expenses incurred in its providing such assistance. In no event shall Indemnifying Party settle any such claim by making an agreement which would cause Aggrieved Party to lose any rights under this Agreement without Aggrieved Party’s prior written consent. If Indemnifying Party fails to assume the defense of any such Claim in all reasonable respects and shall have actual or threatened action covered by this Section 9 within the right to be present in person or through counsel at all legal proceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense earlier of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, deadline established by a third party in a written demand or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, by a court or obtain any consent from, the Indemnifying Party in connection therewith), and (b) thirty (30) days of notice of the Indemnifying claim, Aggrieved Party may follow such course of action as it reasonably deems necessary to protect its interest and shall be indemnified for all costs reasonably incurred in such action, provided, however, that Aggrieved Party shall remain responsible to indemnify not settle a claim without the Indemnified Party as provided in this Section 7consent of Indemnifying Party.

Conditions for Indemnification. A Person seeking recovery under this OPENTV is not currently aware that any Product or portion thereof infringes any third party proprietary right. Subject to Section 7 hereof, OpenTV agrees to defend and hold Licensee and any sub-licensees sub-licensed pursuant to Section 1.1 above (the “Indemnified PartySub-Licensees”) in respect harmless from and against any claim, suit, demand, or action alleging that the Products or any portion thereof infringes a patent of a Claim third party in a Territory; or that the Product infringes any copyright of a third party; or that the Product misappropriates any trade secret or other intellectual property right of a third party, and OpenTV shall give indemnify Licensee and any Sub-Licensees for all costs, expenses, and damages finally awarded (or settlement amounts actually paid with the approval of OpenTV which approval shall be made in the sole discretion of OpenTV) arising from any such claim, suit, demand, or action; provided, however, that (a) Licensee shall have given OpenTV prompt written notice of such Claim claim, suit, demand, or action; (b) Licensee shall cooperate with OpenTV in the defense and settlement thereof as OpenTV may reasonably request and it is understood that such cooperation does not imply any financial burden of Licensee; and (c) OpenTV shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The Indemnified Party shall have the right to employ separate counsel, if the Indemnified Party from whom indemnification so elects in its sole discretion, and to participate in (but not control) the defense, compromise, or settlement thereof and the fees and expenses of such counsel shall be paid by the Indemnified Party unless the claim, investigation, action, suit or proceeding involves a claim where (i) any relief other than the payment of money damages is sought against the Indemnified Party or (the “Indemnifying Party”); and provided ii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party is not contesting its obligation under this Section 7or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action. In the event that the circumstances in (i) and/or (ii) exist, then the fees and expenses of the Indemnified Party’s counsel shall permit be borne by the Indemnifying Party and the Indemnified Party shall have the right to elect whether to control the defense, compromise or settlement of such action itself or whether it requires the Indemnifying Party to control do so on its behalf. No Indemnified Party shall settle or compromise or consent to entry of any litigation relating judgment with respect to any such Claim and action for which it is entitled to indemnification hereunder without the disposition prior written consent of such Claim; and further providedthe Indemnifying Party, that the which consent shall not be unreasonably withheld. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim not, without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld), conditioned settle or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense compromise or consent to entry of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings judgment with respect to any such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided aboveclaim, (a) the Indemnified Party may defend againstinvestigation, consent to the entry of any judgmentaction, suit or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7proceeding.

Conditions for Indemnification. A Person seeking recovery With respect to any indemnification obligations of either Party to the other Party under this Section 7 Agreement, the following conditions must be met for such indemnification obligations to become applicable: (A) the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from whom indemnification is sought (the “Indemnifying Party”); and provided that the Indemnifying Party is not contesting its obligation under this Section 7, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; and further provided, that the Indemnifying indemnified Party shall notify the indemnifying Party promptly in writing of any claim which may give rise to an obligation on the part of the indemnifying Party hereunder; (aB) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified indemnifying Party shall cooperate with be allowed to timely undertake the Indemnifying Party in its sole control of the defense of any such Claim in action and claim, including all reasonable respects negotiations for the settlement, or compromise of such claim or action at its sole expense; and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (aC) the Indemnified indemnified Party may shall render reasonable assistance, information, cooperation and authority to permit the indemnifying Party to defend againstsuch action, it being agreed that any out-of-pocket expenses or other expenses incurred by the indemnified Party in rendering the same shall be borne or reimbursed promptly by the indemnifying Party. Neither Party shall consent to the entry of any judgmentjudgment or settle or otherwise compromise any such action or suit in a way that adversely affects the other Party's intellectual property rights or other rights, obligations or enter into any settlement interests with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult withProducts, or obtain any consent fromimposes obligations on such other Party, the Indemnifying Party in connection therewith)without such other Party's prior written consent. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Conditions for Indemnification. A Person seeking recovery Licensee agrees to defend, indemnify (including, without limitation, for reasonable attorneys’ fees), and hold harmless at its own expense any claim, suit or action brought against OpenTV, and its respective officers, directors, employees, agents, and shareholders (collectively, the “OpenTV Group”) that arises out of or relates to allegations that the Licensee Content, Licensee Features, Licensee Data or other technology or content which Licensee has provided or given OpenTV the right to use in order to comply with its obligations under this Section 7 Agreement, infringes any patent, copyright, trademark, service xxxx or trade secret of any third party, provided that (a) Licensee is notified of the “Indemnified Party”) claim in respect writing within a reasonable period of a Claim shall give prompt time after the General Counsel of OpenTV receives notice of the claim, suit or action; and (b) OpenTV gives Licensee reasonable assistance, information and authority necessary for Licensee to provide such Claim defense and indemnity and it is understood that such cooperation does not imply any financial burden of OpenTV; and (c) Licensee shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The Indemnified Party shall have the right to employ separate counsel, if the Indemnified Party from whom indemnification so elects in its sole discretion, and to participate in (but not control) the defense, compromise, or settlement thereof and the fees and expenses of such counsel shall be paid by the Indemnified Party unless the claim, investigation, action, suit or proceeding involves a claim where (i) any relief other than the payment of money damages is sought against the Indemnified Party or (the “Indemnifying Party”); and provided ii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party is not contesting its obligation under this Section 7or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action. In the event that the circumstances in (i) and/or (ii) exist, then the fees and expenses of the Indemnified Party’s counsel shall permit be borne by the Indemnifying Party, and the Indemnified Party shall have the right to elect whether to control the defense, compromise or settlement of such action itself or whether it requires the Indemnifying Party to control do so on its behalf. No Indemnified Party shall settle or compromise or consent to entry of any litigation relating judgment with respect to any such Claim and action for which it is entitled to indemnification hereunder without the disposition prior written consent of such Claim; and further providedthe Indemnifying Party, that the which consent shall not be unreasonably withheld. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim not, without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld), conditioned settle or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense compromise or consent to entry of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings judgment with respect to any such Claimclaim, investigation, action, suit or proceeding. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7.10.2