Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. As a condition of indemnification under this Section 20, the party seeking indemnification shall give the other party (for purposes of this Section 20 called the "Indemnifying Party") immediate notice of and copies of all pleadings and correspondence related to the assertion of any such claim, proceeding, action, or suit and agrees not to settle, compromise, or otherwise dispose of any such claim, proceeding, action or suit without the prior written consent of the Indemnifying Party. The Indemnifying Party shall have the right (but not the obligation) to assume the defense or settlement of any such claim, proceeding, action, or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party.

Conditions of Indemnification. As a condition of The Parties’ indemnification obligations under this Section 20, 17 are subject to the party Party seeking indemnification (i) notifying the other, indemnifying Party promptly in writing of an Illumina Infringement Claim or Third Party Claim, as the case may be, (provided that a delay in providing shall give not relieve the other party (for purposes Party of this Section 20 called the "Indemnifying Party") immediate notice of and copies of all pleadings and correspondence related its indemnification obligations except to the assertion extent it is prejudiced by such delay) (ii) giving indemnifying Party exclusive control and authority over the defense of such Claim, (iii) not admitting infringement of any Intellectual Property Right without prior written consent of the indemnifying Party, (iv) not entering into any settlement or compromise of any such claimaction without the indemnifying Party’s prior written consent not to be unreasonably withheld, proceeding, actionconditioned, or suit delayed, and agrees (v) providing all reasonable assistance to the indemnifying Party that the indemnifying Party requests and ensuring that its officers, directors, representatives and employees and other indemnitees likewise provide assistance (provided that indemnifying Party reimburses the indemnified Party(ies) for its/their reasonable out-of-pocket expenses incurred in providing such assistance). An indemnifying Party will not enter into or otherwise consent to settle, compromisean adverse judgment or order, or otherwise dispose of make any such claimadmission as to liability or fault that would adversely affect the indemnified Party, proceeding, action or suit settle a dispute without the prior written consent of the Indemnifying Party. The Indemnifying Party shall have the right (but not the obligation) to assume the defense or settlement of any such claim, proceeding, action, or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such which consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay conditioned, or reimburse the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Partydelayed.

Conditions of Indemnification. As In the event any indemnified party has a condition of indemnification under this Section 20reasonable good faith basis for asserting a Claim for Damages, the such party seeking indemnification shall give prompt written notice to the other party (for purposes of this Section 20 called parties hereto, briefly setting forth the "Indemnifying Party") immediate notice of and copies of all pleadings and correspondence related to the assertion of any such claim, proceeding, action, or suit and agrees not to settle, compromise, or otherwise dispose of any such claim, proceeding, action or suit without the prior written consent basis of the Indemnifying PartyClaim and the amount thereof (or, if not then determinable, a reasonable good faith estimate of the amount thereof) in reasonable detail. The Indemnifying Party indemnifying party shall have the right to undertake the defense of any Claim by representatives chosen by it. If the indemnifying party, within a reasonable time after notice of any such Claim, fails to defend the indemnified party against which such Claim has been asserted, the indemnified party shall (but not upon further notice to the obligationindemnifying party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the indemnifying party subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or settlement of any such claimfinal determination thereof. If, proceeding, action, or suit at its expense, by counsel of its choice. Except for in the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent opinion of the indemnified party’s legal counsel, a conflict of interest with respect to any Claim exists between the indemnified party seeking indemnification against which a Claim has been asserted and the indemnifying party, then such consent not indemnified party shall have the right to retain its own counsel with respect to such Claim; provided that the reasonable fees and expenses of such counsel shall be unreasonably withheld. If at the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense expense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Partyindemnifying party.

Conditions of Indemnification. As a condition The obligations and liabilities of indemnification the ----------------------------- Indemnifying Party under this Section 20, Article VII with respect to "Claims" (which shall mean Damages resulting from the party seeking indemnification assertion of liability by unrelated third parties) shall be subject to the following terms and conditions: 1. The Indemnified Party shall give the other indemnifying party (for purposes of this Section 20 called the "Indemnifying Party") immediate prompt notice of any Claim asserted against or imposed upon or incurred by the Indemnified Party, and copies the Indemnifying Party shall undertake the defense thereof by representatives of all pleadings and correspondence related its own choosing, subject to the assertion approval of the Indemnified Party, which approval shall not be unreasonably withheld or delayed. 2. The Indemnified Party shall be entitled to participate at its own expense in the defense of any Claim, but such claim, proceeding, action, or suit and agrees not defense shall be controlled by counsel to settle, compromise, or otherwise dispose of any such claim, proceeding, action or suit without the prior written consent of the Indemnifying Party. 3. The Indemnifying Party shall have not, without the right (but not the obligation) Indemnified Party's prior written consent, settle or compromise any Claim or consent to assume the defense or settlement entry of any such claim, proceeding, action, judgment which would impose an injunction or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by equitable relief upon the Indemnified Party or which does not include as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in cooperating with the Indemnifying Partyrespect of such Claim.

Conditions of Indemnification. As a condition of If either Party proposes to seek indemnification under this Section 20, the party seeking indemnification shall give from the other party (for purposes under the provisions of this Section 20 called X, it shall notify the "Indemnifying Party") immediate other Party within 15 days of receipt of notice of any Claim and copies shall cooperate fully with the other Party in the defense of such claims or suits. The indemnified Party shall cooperate with the indemnifying Party (at the indemnifying Party’s expense) in all pleadings and correspondence related to respects in connection with the assertion defense of any such claimClaim. The indemnifying Party shall, proceedingupon written notice from the indemnified Party of a Claim, actionundertake to conduct all proceedings or negotiations in connection with the Claim, assume the defense thereof, and all other required steps or suit proceedings to settle or defend any such Claim, including the selection of counsel that shall be approved by the indemnified Party, which approval shall not be unreasonably withheld, and agrees not payment of all reasonable expenses. The indemnified Party shall have the right to settleemploy separate counsel and participate in the defense at the indemnified Party’s sole expense. If the indemnifying Party fails to defend or settle in good faith any Claim as provided above, then the indemnified Party shall have the right to take over sole control of the defense of the Claim and all negotiations for its settlement or compromise, provided that the indemnifying Party shall be liable for (and shall pay as they become due) all costs and expenses (including attorneys’ fees) reasonably incurred by the indemnified Party in its defending or otherwise dispose negotiating settlement of any such claimthe Claim. Notwithstanding the foregoing, proceeding, action or suit without the Party primarily responsible for handling the Claim (as determined above) will first obtain the prior written consent of the Indemnifying Party. The Indemnifying other Party shall have the right (but not the obligation) to assume the defense or settlement of for any such claim, proceeding, action, or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves Claim that (i) does not include a complete release of the payment other Party from all liability with respect thereto, (ii) compromises the rights of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying other Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse (iii) imposes any restrictions on the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party.

Conditions of Indemnification. As When seeking indemnification under this Agreement the Party seeking indemnification must, as a condition of indemnification under this Section 20indemnification, provide the party seeking indemnification shall give the other party (for purposes of this Section 20 called the "Indemnifying Party"indemnifying Party with: i) immediate prompt notice of and copies of all pleadings and correspondence related the reported or alleged defect, infringement, injury or claim; ii) the opportunity to the assertion of any investigate such claim, proceeding, action, or suit and agrees not to settle, compromise, or otherwise dispose control the defense of any such claim, proceedingand settle such claim at its discretion; iii) all information obtained by the Party seeking indemnification relating to any complaint or to any claimed or actual defect or deficiency regarding any Product, action including, but not limited to, information relating to any legal proceeding involving Developer, involving any Product, or suit without involving Marketer in connection with Marketer's relationship with Developer; and iv) such additional information and assistance as the prior written consent of the Indemnifying Partyindemnifying Party may reasonably require to defend against such claim. The Indemnifying indemnifying Party shall have the right (but not the obligation) option to assume the other Party's defense or settlement of in any such claim, proceeding, action, claim or suit at with counsel reasonably satisfactory to the other Party. No settlement or compromise shall be binding on a Party hereto without its expenseprior written consent, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent shall not to be unreasonably withheld. If Each Party shall, to the Indemnifying Party assumes such defenseextent allowed by law, the Party seeking indemnity shall cooperate fully with the Indemnifying Party regard as Confidential Information all matters referenced in defense of the action and the Indemnifying this paragraph Except as otherwise provided, neither Party shall not be liable for any special, incidental, indirect or consequential damages arising out of or relating to pay or reimburse this Agreement; provided, however, this limitation shall not apply to losses arising from Third Party claims for which a party is indemnified under the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Partyterms of this agreement.

Conditions of Indemnification. As a condition of The Parties’ indemnification obligations under this Section 20, 17 are subject to the party Party seeking indemnification (i) notifying the other, indemnifying Party promptly in writing of an Illumina Infringement Claim or Third Party Claim, as the case may be, (provided that a delay in providing shall give not relieve the other party (for purposes Party of this Section 20 called the "Indemnifying Party") immediate notice of and copies of all pleadings and correspondence related its indemnification obligations except to the assertion extent it is prejudiced by such delay) (ii) giving indemnifying Party exclusive control and authority over the defense of such Claim, (iii) not admitting infringement of any such claim, proceeding, action, or suit and agrees not to settle, compromise, or otherwise dispose of any such claim, proceeding, action or suit Intellectual Property Right without the prior written consent of the Indemnifying indemnifying Party. The Indemnifying Party shall have the right , (but iv) not the obligation) to assume the defense entering into any settlement or settlement compromise of any such claim, proceeding, action, or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party action without the indemnifying Party’s prior written consent of the party seeking indemnification such consent not to be unreasonably withheld. If , conditioned, or delayed, and (v) providing all reasonable assistance to the Indemnifying indemnifying Party assumes such defensethat the indemnifying Party requests and ensuring that its officers, directors, representatives and employees and other indemnitees likewise provide assistance (provided that indemnifying Party reimburses the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party indemnified Party(ies) for attorneys' fees or expenses, except such its/their reasonable out-of-pocket costs or expenses incurred by in providing such assistance). An indemnifying Party will not enter into or otherwise consent to an adverse judgment or order, or make any admission as to liability or fault that would adversely affect the Indemnified Party in cooperating with indemnified Party, or settle a dispute without the Indemnifying Party.prior Supply Agreement

Conditions of Indemnification. As a condition of indemnification under this Section 20, the party seeking indemnification shall give the other party (for purposes of this Section 20 called the "“Indemnifying Party"”) immediate notice of and copies of all pleadings and correspondence related to the assertion of any such claim, proceeding, action, or suit and agrees not to settle, compromise, or otherwise dispose of any such claim, proceeding, action or suit without the prior written consent of the Indemnifying Party. The Indemnifying Party shall have the right (but not the obligation) to assume the defense or settlement of any such claim, proceeding, action, or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party for attorneys' ’ fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party.

Conditions of Indemnification. As a condition of If the indemnified party seeks indemnification under this Section 20from the indemnifying party hereunder, the indemnified party seeking indemnification shall promptly give the other party (for purposes of this Section 20 called the "Indemnifying Party") immediate written notice of and copies of all pleadings and correspondence related to the assertion indemnifying party as soon as practicable, but in any event within five (5) days of the indemnified party’s discovery of any such claim, proceeding, action, Liability or claim or suit threatened, made or filed against the indemnified party which forms the basis for the indemnified party’s claim of indemnification. The indemnified party and agrees not shall cooperate fully with the indemnifying party in the investigation and defense of all such claims or suits. The indemnifying party shall have the option to settleassume the indemnified party’s defense in any such claim or suit with counsel reasonably satisfactory to the indemnified party, compromiseand the indemnified party may, at its option and expense, be separately represented in such action or otherwise dispose proceeding. In the event that the indemnifying party assumes control of the defense of any such claim, action or proceeding, action the indemnifying party shall not be liable for any litigation costs or suit expenses incurred by the indemnified party without the indemnifying party’s prior written consent of the Indemnifying Partyauthorization. The Indemnifying Party No settlement or compromise shall have the right (but not the obligation) to assume the defense or settlement of any such claimbe binding on a party hereto without its prior written consent, proceeding, action, or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party.

Conditions of Indemnification. As a condition The obligations and liabilities ------------------------------ of indemnification the Indemnifying Party under this Section 20, Article VII with respect to "Claims" (which shall mean Damages resulting from the party seeking indemnification assertion of liability by unrelated third parties) shall be subject to the following terms and conditions: 1. The Indemnified Party shall give the other indemnifying party (for purposes of this Section 20 called the "Indemnifying Party") immediate prompt notice of any Claim asserted against or imposed upon or incurred by the Indemnified Party, and copies the Indemnifying Party shall undertake the defense thereof by representatives of all pleadings and correspondence related its own choosing, subject to the assertion approval of the Indemnified Party, which approval shall not be unreasonably withheld or delayed. 2. The Indemnified Party shall be entitled to participate at its own expense in the defense of any Claim, but such claim, proceeding, action, or suit and agrees not defense shall be controlled by counsel to settle, compromise, or otherwise dispose of any such claim, proceeding, action or suit without the prior written consent of the Indemnifying Party. 3. The Indemnifying Party shall have not, without the right (but not the obligation) Indemnified Party's prior written consent, settle or compromise any Claim or consent to assume the defense or settlement entry of any such claim, proceeding, action, judgment which would impose an injunction or suit at its expense, by counsel of its choice. Except for the settlement of a claim which involves the payment of money only and for which the party seeking indemnification is wholly indemnified by the Indemnifying Party, no claim may be settled by the Indemnifying Party without the written consent of the party seeking indemnification such consent not to be unreasonably withheld. If the Indemnifying Party assumes such defense, the Party seeking indemnity shall cooperate fully with the Indemnifying Party in defense of the action and the Indemnifying Party shall not be liable to pay or reimburse the other party for attorneys' fees or expenses, except such out-of-pocket costs or expenses incurred by equitable relief upon the Indemnified Party or which does not include as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in cooperating with the Indemnifying Partyrespect of such Claim.