Common use of Conditions of Indemnity Clause in Contracts

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 of any indemnification obligation hereunder if the indemnified Party either [***].

Conditions of Indemnity. (a) The Parry party claiming a right of indemnification or defense under this Agreement shall provide the indemnifying Party party prompt written notice (in all events within [***] twenty (20) days) of any such claimClaim, including a copy thereof, served upon it, and shall cooperate fully with the indemnifying Party party and its legal representatives in the investigation of any such claimClaim, at the indemnifying Partyparty’s expense. (b) ; provided that the failure to provide such notice within such period shall not affect the indemnified party’s rights pursuant to this Section 19.5, except to the extent that the indemnifying party is actually prejudiced thereby. The indemnifying Party party shall have the right to exercise sole control over the defense and settlement of any such claimClaim, including the sole right to select defense counsel and to direct the defense or settlement of any such claimClaim; provided that the indemnifying Party party shall not enter into any non-monetary settlement or admit fault or liability on the indemnified Parryparty’s behalf without the prior written consent of the indemnified Partyparty, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. Notwithstanding the foregoing, if the 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 party shall have the right to select and to obtain representation by separate legal counsel, and except as provided for above. If the indemnified party exercises such right, all costs and expenses incurred by the indemnified Party party for such separate legal counsel shall be borne by the indemnified Party. (c) Either Party party. The indemnifying party shall be relieved of any indemnification obligation hereunder if any indemnified party (a) fails to follow the indemnified Party either [***]procedures set forth herein; (b) compromises or settles any Claim without indemnifying party's prior written approval; or (c) makes any admission or takes any other action with respect to any such Claim that, in indemnifying party's reasonable judgment, is prejudicial to the defense of such Claim, without indemnifying party's prior written approval.

Conditions of Indemnity. The obligations and liabilities of either party hereto with respect to claims resulting from the assertion of liability by the other party or a Third Party shall be subject to the following terms and conditions: (a) The Parry claiming a right of party seeking indemnification or defense under this Agreement shall provide the indemnifying Party give prompt written notice (in all events within [***] to the other party of any such claim, including assertion that might give rise to a copy thereof, served upon it, and shall cooperate fully with claim by the indemnifying Party and its legal representatives in party seeking indemnification against 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 other party based on the indemnified Parry’s behalf without indemnity agreement contained in Section 4.1 or 4.2 hereof, stating the prior written consent nature and basis 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 said claims and the indemnified Party in conducting the defense of such actionamounts hereof, 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 hereunderknown; provided, however, that no the failure to give such claim notice shall not reduce or action eliminate the indemnifying party's obligations hereunder unless the indemnifying party's shall have been materially prejudiced by the failure to give such notice. (b) In the event any action, suit or proceeding is brought against any party hereto or any of its Affiliates with respect to which the other party may have liability under the indemnity agreement contained in Section 4.1 or 4.2, such other party may, at its option, elect to join or assume the defence of any such action, suit or proceeding, subject to the reasonable approval of counsel by the other party. (c) The party seeking indemnification shall be settled kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is represented by counsel, in circumstances involving multiple defendants and rights of contribution, fees and expenses of counsel shall be apportioned in proportion to the ultimate liability. (d) The parties agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defence of any such action, suit or proceeding, including making available to each other and/or to each other's attorneys its books and records relating to such proceedings or litigation and making individuals available for the giving of testimony (including depositions). Out-of-pocket costs (but not salaries or overhead attributable to employees of a party) shall be considered costs subject to indemnification. (e) Neither party shall make any settlement of claims without the written consent of the indemnifying Party. Without limiting other party, unless such settlements provide for a full and unconditional release of all claims against 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 Partyother party. (cf) Either Party shall be relieved of any indemnification obligation hereunder if the indemnified Party either [***]IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, IN CONTRACT OR IN TORT, FOR INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

Conditions of Indemnity. The obligations and liabilities of either party hereto with respect to claims resulting from the assertion of liability by the other party or a Third Party shall be subject to the following terms and conditions: (a) The Parry claiming a right of party seeking indemnification or defense under this Agreement shall provide the indemnifying Party give prompt written notice (in all events within [***] to the other party of any such claim, including assertion that might give rise to a copy thereof, served upon it, and shall cooperate fully with claim by the indemnifying Party and its legal representatives in party seeking indemnification against 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 other party based on the indemnified Parry’s behalf without indemnity agreement contained in Section 4.1 or 4.2 hereof, stating the prior written consent nature and basis 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 said claims and the indemnified Party in conducting the defense of such actionamounts hereof, 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 hereunderknown; provided, however, that no the failure to give such claim notice shall not reduce or action eliminate the indemnifying party's obligations hereunder unless the indemnifying party's shall have been materially prejudiced by the failure to give such notice. (b) In the event any action, suit or proceeding is brought against any party hereto or any of its Affiliates with respect to which the other party may have liability under the indemnity agreement contained in Section 4.1 or 4.2, such other party may, at its option, elect to join or assume the defense of any such action, suit or proceeding, subject to the reasonable approval of counsel by the other party. (c) The party seeking indemnification shall be settled kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is represented by counsel, in circumstances involving multiple defendants and rights of contribution, fees and expenses of counsel shall be apportioned in proportion to the ultimate liability. (d) The parties agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding, including making available to each other and/or to each other's attorneys its books and records relating to such proceedings or litigation and making individuals available for the giving of testimony (including depositions). Out-of-pocket costs (but not salaries or overhead attributable to employees of a party) shall be considered costs subject to indemnification. (e) Neither party shall make any settlement of claims without the written consent of the indemnifying Party. Without limiting other party, unless such settlements provide for a full and unconditional release of all claims against 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 Partyother party. (cf) Either Party shall be relieved of any indemnification obligation hereunder if the indemnified Party either [***]IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, IN CONTRACT OR IN TORT, FOR INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

Conditions of Indemnity. (a) The Parry Party claiming a right of indemnification or defense under this Agreement shall provide the indemnifying Party prompt written notice (in all events within [***] 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 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 ParryParty’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 hereunderhereunder for the indemnified amounts giving rise to such action. 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 hereunderhereunder for the indemnified amounts giving rise to such action; provided, however, that no such claim or action shall be settled without the written consent of the _____ _____ (Initial) 15 (Initial) 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 of any indemnification obligation hereunder if the indemnified Party either [***](i) fails to materially follow the procedures set forth herein, and such failure materially impairs the ability of the indemnifying Party to carry out its obligations hereunder; (ii) compromises or settles any claim without the indemnifying Party’s prior written approval; or (iii) makes any admission or takes any other action with respect to any such claim that, in the indemnifying Party’s reasonable judgment, is prejudicial to the defense of such claim, without the indemnifying Party’s prior written approval.

Conditions of Indemnity. The indemnitee shall give the indemnitor prompt notice of any Claim (aincluding a CODY thereof) The Parry claiming as to which it claims 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, hereunder and shall fully cooperate fully with the indemnifying Party indemnitor and its legal representatives in the investigation investigation, negotiation and/or resolution of any such claim, at matter that is the indemnifying subject of the other Party’s expense. (b) indemnification. The indemnifying Party indemnitor shall have the right to exercise sole control over the defense and settlement of any such claimClaim, including the sole right to select defense counsel and to direct the defense or settlement of any such claimClaim; provided that the indemnifying Party indemnitor shall not enter into any non-monetary settlement or admit fault or liability on the indemnified Parryindemnitee’s behalf without the prior written consent of the indemnified Partyindemnitee, which consent shall not be unreasonably withheld, delayed delayed, or conditioned. Notwithstanding The indemnitee shall have the foregoingright to participate in, 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 but not control, the defense and settlement of such action, then the indemnified Party may elect a claim and to conduct the defense to the extent reasonably determined by such employ separate legal 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; its own choice provided, however, that no such claim or action employment shall be settled without at the written consent indemnitee’s own expense, unless the indemnitor has failed to assume the defense and employ counsel (in which case the indemnitee shall control the defense and settlement of the indemnifying Partysuch claim). 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 The indemnitor shall be relieved of any indemnification obligation hereunder if any Sponsor Indemnified Party or SciQuus Indemnified Party (as applicable) either (i) fails to follow the indemnified Party either [***].procedures set forth herein; (ii) negotiates, compromises or settles any Claim without the indemnitor’s prior written approval; or (iii) makes any admission or takes any other action with respect to any such Claim that is prejudicial to the defense of such Claim the indemnitor’s prior written approval. 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000 ● La Jolla ● CA 92037 ● (000) 000-0000 ● xxx.xxxxxxx.xxx

Conditions of Indemnity. (a) The Parry Party claiming a right of indemnification or defense under this Agreement shall provide the indemnifying Indemnifying Party prompt written notice (in all events within [***] twenty (20) days) of knowledge of any such claimClaim, including a copy thereof, served upon it, and shall cooperate fully with the indemnifying Indemnifying Party and its legal representatives in the investigation of any such claimClaim, at the indemnifying Indemnifying Party’s expense. (b) . The indemnifying Indemnifying Party shall have the right to exercise sole control over the defense and settlement of any such claimClaim, including the sole right to select defense counsel and to direct the defense or settlement of any such claimClaim; provided that the indemnifying Indemnifying Party shall not enter into any non-monetary settlement or admit fault or liability on the indemnified ParryIndemnified Party’s behalf without the prior written consent of the indemnified 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 The Indemnified Party shall have the right to select and to obtain representation by separate legal counsel, and except as provided for above. If the Indemnified Party exercises such right, all costs and expenses incurred by the indemnified Indemnified Party for such separate legal counsel shall be borne by the indemnified Indemnified Party except in the event counsel for the Indemnifying Party determines that a conflict prevents such counsel from representing the Indemnified Party in which case the costs of separate legal counsel shall be borne by the Indemnifying Party. (c) Either . The Indemnifying Party shall be relieved of any indemnification obligation hereunder if any Party seeking indemnification either: (i) fails to follow the indemnified procedures set forth herein; (ii) except where a conflict requires the Indemnified Party either [***]to have retained separate counsel, compromises or settles any Claim without the Indemnifying Party’s prior written approval; or (iii) except where a conflict requires the Indemnified Party to have retained separate counsel, makes any admission or takes any other action with respect to any such Claim that, in the Indemnifying Party’s reasonable judgment, is prejudicial to the defense of such Claim, without the Indemnifying Party’s prior written approval.