Conditions of Indemnity Sample Clauses

Conditions of Indemnity. (a) The Parry claiming a right of indemnification or defense under this Agreement shall provide the indemnifying Party prompt written notice (in all events within [***] of any such claim, including a copy thereof, served upon it, and shall cooperate fully with the indemnifying Party and its legal representatives in the investigation of any such claim, at the indemnifying Party’s expense. (b) The indemnifying Party shall have the right to exercise sole control over the defense and settlement of any such claim, including the sole right to select defense counsel and to direct the defense or settlement of any such claim; provided that the indemnifying Party shall not enter into any non-monetary settlement or admit fault or liability on the indemnified Parry’s behalf without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if the indemnified Party is advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action, then the indemnified Party may elect to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified Party, at the expense of the Indemnifying Party, if it is determined by agreement of the indemnifying Party and the indemnified Party, or by a court of competent jurisdiction, that the indemnified Party is entitled to indemnification hereunder. If the indemnifying Party elects not to assume the defense of such claim or action, the indemnifying Party shall reimburse the indemnified Party for the reasonable legal fees and expenses incurred and shall be bound by the results obtained by the indemnified Party in respect of such claim or action if it is determined by agreement of the indemnifying Party and the indemnified Party or by a court of competent jurisdiction that the indemnified Party is entitled to indemnification hereunder; provided, however, that no such claim or action shall be settled without the written consent of the indemnifying Party. Without limiting the foregoing, the indemnified Party shall have the right to select and to obtain representation by separate legal counsel, and except as provided for above, all costs and expenses incurred by the indemnified Party for such separate legal counsel shall be borne by the indemnified Party. (c) Either Party shall be relieved...

Conditions of Indemnity. The party seeking indemnification pursuant to this Section 20 (each an “Indemnitee”) will promptly notify the other party (each an “Indemnitor”) of any indemnifiable action, suit or claim (“Claim”) of which it becomes aware, and each Indemnitee will cooperate with the Indemnitor and its insurance carrier in the defense of any such Claim. The Indemnitor agrees, at its sole expense, to diligently defend against any such Claim against any Indemnitee whether or not such Claim is rightfully brought or filed. With respect to any Claim as to which the Indemnitor has irrevocably acknowledged a duty to indemnify the Indemnitees, the Indemnitor will be entitled to conduct and direct defense of the Indemnitees against such Claim using qualified attorneys of Indemnitor's own selection, but Indemnitor will consult with the Indemnitees on litigation strategy and any proposed settlements. The Indemnitor will not enter into a settlement agreement of any such Claim without the Indemnitee's prior written approval unless the settlement agreement: (i) includes a full and unconditional release of each Indemnitee and (ii) has no finding or admission of any violation or wrongdoing by any Indemnitee. At the individual option of an Indemnitee, such Indemnitee may defend itself at its own expense.

Conditions of Indemnity. The party claiming a right of indemnification or defense under this Agreement shall provide the indemnifying party prompt notice (in all events within ten(10) days) of any such claim, including a copy thereof, served upon it, and 14.3 Podmínky odškodnění. Smluvní strana, která si nárokuje právo na odškodnění nebo obhajobu na základě této smlouvy, bude stranu odškodňující bezodkladně informovat (vždy do deseti (10) dnů) o jakémkoliv vznesení takového nároku shall cooperate fully with the indemnifying party and its legal representatives in the investigation of any matter regarding the subject of indemnification, at the indemnifying party’s expense. The indemnifying party shall have the right to cooperated with services provider exercise control over the defense and settlement of any such complaint or claims for which indemnification or defense is sought, including the right to select defense counsel to cooperate with service provider and to conduct the defense or settlement of any such claim or suit together with service provider; provided that the indemnifying party shall not enter into any settlement or admit fault or liability on the indemnified party’s behalf without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. In the event a claim or action is or may be asserted, the indemnified party shall have the right to select and to obtain representation by separate legal counsel. If the indemnified party exercises such right, all costs, expenses and risks incurred by the indemnified party for such separate legal counsel shall be borne by the indemnified party unless the indemnifying party is adjudicated liable for such injury or death, in which case the indemnifying party shall be responsible for such indemnified party’s separate legal counsel’s costs and expenses. vůči ní, včetně předložení jeho kopie, a na náklady odškodňující strany bude s touto a jejími právními zástupci plně spolupracovat při vyšetřování jakékoliv záležitosti týkající se předmětu odškodnění. Odškodňující strana je oprávněna spolupracovat s poskytovatelem služeb na obhajobě a vyrovnání jakýchkoliv takových žalob nebo nároků, v souvislosti s nimiž je odškodnění nebo obhajoba vyžadována, včetně práva volby obhájce pro spolupráci s poskytovatelem služeb a na vedení obhajoby nebo vyrovnání jakýchkoliv takových nároků či žalob společně s poskytovatelem služeb za předpokladu, že odškodňující strana nepřistoupí na jakékoliv vyrovnán...

Conditions of Indemnity. Sponsor's and Hospital's obligations pursuant to this Article 8 are conditioned upon: (a) the indemnified party providing written notice to the indemnifying party of any claim for indemnification hereunder within ten (10) days after such party has knowledge of such a claim, except that the indemnifying party shall not be relieved of its duty to defend unless the indemnifying party can prove that it was materially prejudiced by any delay in notification; (b) the indemnified party permitting the indemnifying party to assume full responsibility for the investigation of, preparation for, and defense of, any claim for which indemnification is being sought, (c) the indemnified party assisting the indemnifying party, at the indemnifying party's reasonable expense, in the investigation of, preparation for, and defense of, any such claim, and (d) the indemnified party not compromising or settling any such claim without the indemnifying party's prior written consent. Sponsor's agreement in Section 8.1 to indemnify and hold the Hospital Indemnities harmless is further conditioned on Hospital and Investigator obtaining (i) Ethics Committee approval of the Clinical Study, including without limitation, the Protocol and (ii) informed consent from each of the patients participating in the Clinical Study.

Conditions of Indemnity. Promptly upon receiving notice of a claim or demand, the indemnified party shall (a) give the indemnifying party prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability); and (c) provide to the indemnifying party, at indemnifying party’s sole cost and expense, all reasonable assistance in the defense or settlement of such claim. The indemnifying party’s indemnification obligation shall be offset only to the extent its ability to defend or settle a claim is materially prejudiced by the indemnified party’s failure to provide prompt notice of the claim as required in subsection (a) of the aforementioned sentence.

Conditions of Indemnity. The party claiming a right of indemnification or defense under this Agreement shall provide the indemnifying party prompt notice (in all events within five (5) days) of any such claim, including a copy thereof, served upon it, and shall cooperate fully with the indemnifying party and its legal representatives in the investigation of any matter regarding the subject of indemnification, at the indemnifying party’s expense. The indemnifying party shall have the right to exercise sole control over the defense and settlement of any such complaint or claims for which indemnification or defense is sought, including the sole right to select defense counsel and to direct the defense or settlement of any such claim or suit; provided that the indemnifying party shall not enter into any settlement or admit fault or liability on the indemnified party’s behalf without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. In the event a claim or action is or may be asserted, the indemnified party shall have the right to select and to obtain representation by separate legal counsel. If the indemnified party exercises such right, all costs, expenses and risks incurred by the indemnified party for such separate legal counsel shall be borne by the indemnified party unless the indemnifying party is adjudicated liable for such injury or death, in which case the indemnifying party shall be responsible for such indemnified party’s separate legal counsel’s costs and expenses.

Conditions of Indemnity. Either Party (herein referred to as the “Indemnified Party”) wishing to be indemnified by the other will: (i) promptly after receipt of notice of any claims and/or legal proceedings, notify the other party thereof in writing and enclose a copy of all papers served, and (ii) allow the other Party to retain exclusive control of the defense against such legal proceedings and claims without limitation the right to select legal representative and to settle such legal proceedings and claims at its sole discretion, provided that the other Party will not make any settlement which admits fault on the part of the Indemnified Party or could reasonably be expected to have a negative effect on the reputation of the Indemnified Party without the prior written consent of the Indemnified Party, which will not be unreasonably withheld.

Conditions of Indemnity. As conditions for indemnification by this Article VI: (a) an indemnified party shall promptly notify the indemnifying party in writing of such claim; (b) the indemnifying party shall assume the sole control of the defense or settlement of any claim subject to indemnity; and (c) the indemnified party shall provide reasonable assistance to the indemnifying party at the sole expense of the indemnified party.

Conditions of Indemnity. Upon acknowledging the right to indemnity, the Indemnitor shall be entitled to assume and control the defense of any such suit or proceeding and the Indemnitee shall cooperate and be entitled to reasonably consult with the Indemnitor and retained counsel with respect to such defense. If the Indemnitor elects to assume any such defense, the Indemnitor shall not be liable for any legal or other expenses subsequently incurred directly by the Indemnitee in connection with such defense. The Indemnitor may not settle any claims for which the Indemnitor is indemnifying the Indemnitee without the Indemnitee’s prior written consent, unless such settlement includes a full release of all claims against the Indemnitee without an admission of fault or liability and is limited to monetary damages. So long as the Indemnitor is conducting the defense of the claim for liability in accordance with this Section 9, the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnitor. Notwithstanding anything in this Section 9 to the contrary, if the Indemnitee withholds the Indemnitee’s consent to a bona fide settlement offer, where but for such action the Indemnitor could have settled such claim, the Indemnitor will be required to indemnify the Indemnitee only up to a maximum of the bona fide settlement offer for which the Indemnitor could have settled such claim.

Conditions of Indemnity. The foregoing indemnities are conditioned on the following: (i) Prompt written notice of any claim for which indemnity is sought, by the party claiming indemnification, together with an offer to permit the indemnifying party to conduct the defense; (ii) Cooperation in the defense of any such claim, with each party bearing its own respective costs of such cooperation; and (iii) Sole control of the indemnifying party over any defense, settlement or offer of settlement regarding any such claim.