Conditions to Defense. Webroot’s obligations in Section 18.1 are conditioned on End User: (1) immediately notifying Webroot in writing of such claim after becoming aware of such claim; (2) giving Webroot sole control of the defense of the claim and any related settlement; and (3) cooperating and, at Webroot’s reasonable request and expense, assisting in the defense of such claim.
Conditions to Defense. As a condition to the Defending Party’s obligations under Section 7.1 or Section 7.2 above, the Defended Party must:
Conditions to Defense. As a condition to Contractor’s defense obligations under this Contract, the City will provide Contractor with prompt written notice of the claim, within thirty (30) Days of receiving the claim, permit Contractor to control the defense, settlement, adjustment or compromise of the claim and provide Contractor with reasonable assistance in connection with such defense; however, Contractor shall not consent to any judgment or settlement of the foregoing, that creates an obligation on any the City Indemnitee not covered by Contractor's insurance without first obtaining such indemnitee’s prior written consent. The City may employ counsel at its own expense to assist it with respect to any such claim. THIS SECTION STATES CITY’S SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR’S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
Conditions to Defense. As a condition to the Defending Party’s obligations under Section 11.1 or Section 11.2 above, the Defended Party must: (i) promptly notify the Defending Party in writing of the Claim; (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner; and (iii) give the Defending Party the sole right to control the defense and settle of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim.
