Common use of Conditions of Indemnity Clause in Contracts

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. Sponsor's and Hospital's University `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 Study ID: HW002 March 14, 2006 party's prior written consent. Sponsor's agreement in Section 8.1 to indemnify and hold the Hospital Indemnities University Indemnitees harmless is further conditioned on Hospital University 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.