Common use of Conditions of the Indemnity Clause in Contracts

Conditions of the Indemnity. As a condition of obtaining an indemnity in the circumstances set out in Clause 6.2, Customer shall: 6.3.1 fully and promptly notify AUTOADDRESS of any Infringement Claim, or threatened Infringement Claim, but failure to do so shall not release AUTOADDRESS of its obligations under this Clause 6.3 except to the extent that it is actually prejudiced; 6.3.2 not make any admission as to liability or compromise or agree to any settlement of any Infringement Claim without the prior written consent of AUTOADDRESS, which consent shall not be unreasonably withheld or delayed; 6.3.3 permit AUTOADDRESS to take full control of such Infringement Claim, including settling it at AUTOADDRESS’s expense; and 6.3.4 give reasonable assistance in the investigation and defence of such Infringement Claim.