Conditions on Indemnification. Any Antigenics MA Indemnitee or GSK Indemnitee (each an “Indemnitee”) intending to claim indemnification under this Article 7 shall promptly notify the other Party (the “Indemnifying Party”) of any Claim after the Indemnitee is aware thereof, setting forth the nature of the Claim and the basis for indemnification hereunder, and the Indemnifying Party shall assume, at its sole cost and expense, the defense of the Claim with counsel mutually satisfactory to the Parties; provided, however, that any Indemnitee shall have the right to retain its own counsel reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party, if representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other Party represented by such counsel. The Indemnitee shall cooperate fully with the Indemnifying Party in such defense and will permit the Indemnifying Party to conduct and control such defense and disposition of such Claim (including all decisions relative to litigation, appeal and settlement), provided that (i) the Indemnifying Party agrees to keep the Indemnitee informed of the progress in the defense and disposition of such Claim and to consult with the Indemnitee with regard to any proposed settlement, and (ii) the Indemnifying Party agrees not to enter into any settlement which would have a material adverse effect on the other Party without prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. This indemnity agreement shall not apply to amounts paid in settlement of any Liability if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be withheld unreasonably. The failure to deliver notice to the Indemnifying Party promptly after the Indemnitee receives notice of or otherwise becomes aware of any such Claim, if prejudicial to its ability to defend such Claim, shall relieve the Indemnifying Party of any liability to the Indemnitee under this indemnity agreement.
Conditions on Indemnification. The obligations of an indemnifying party (“Indemnitor”), as set forth above, are conditioned upon: (i) the indemnified party (“Indemnitee”) within a reasonable time notifying the Indemnitor of any claim, demand, action or cause of action, or any incident of which the Indemnitee has actual or constructive knowledge, which may reasonably result in a claim, demand or action, and for which the Indemnitee will look to Indemnitor for indemnification, (ii) Indemnitee, its directors, officers, employees and servants, cooperating fully with Indemnitor in Indemnitor’s investigation and review of any such claim, demand, action or incident, and (iii) Indemnitee not entering into any admissions, agreements or settlements which may affect the rights of Indemnitee or Indemnitor without the prior written consent and approval of Indemnitor. Indemnitor reserves the right, in its sole discretion and at its cost, to assume the defense of Indemnitee in any such claim, action or proceeding.
Conditions on Indemnification. The Company shall have the right to control the defense and settlement of any and all claims, suits, proceedings, and actions for which the Company is obligated to indemnify and hold harmless hereunder, but the indemnitee shall have the right to participate in such claims, suits, proceedings, and actions at its own cost and expense. The Company shall have no liability under this Article unless the indemnitee gives notice of such claim to the Company promptly after the indemnitee learns of such claim so as to not prejudice the Company. Under no circumstance shall any Party hereto settle or compromise or consent to the entry of any judgment with respect to any claim, suit, proceeding, or action that is the subject of indemnification hereunder without the prior written consent of any other affected Party, which consent shall not be withheld or delayed unreasonably.
Conditions on Indemnification. The Party to whom indemnification isowed (the "Indemnified Party") shall give notice to the Party required to provide indemnification under this Agreement (the "Indemnifying Party") of any action or proceeding for which indemnification is sought and the Indemnifying Party (at its expense) shall assume the defense of any Claim (with counsel approved in writing the Indemnified Party and with the Indemnified Party having the right (at its expense) to jo in in any such action or proceeding). The Indemnifying Party shall not consent to a settlement or entry of any judgment , award or order that (I ) could affect the intellectual property rights or other business interests of the Indemnified Party or (2) does not include an unconditional release (including release under California Civil Code Section 1542 or other analogous law) from all liability with respect to such claim or litigation . If judgment is entered against ABLP and County by a court of competent jurisdiction because of the concurrent active negligence of County and ABLP, the Parties agree that liability will be apportioned as determine by the coun. Neither County nor ABLP shall request jury apportionment.
Conditions on Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 12, resulting from any Losses, shall be subject to the following terms and conditions:
