Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party may have at law or in equity.
Conditions to Indemnity. Reseller's obligations under this Section are contingent upon:
(a) Company promptly gives written notice of any claim to Reseller;
(b) at Reseller's expense, Company provides reasonable assistance which Reseller may reasonably request for the defense of the claim; and
(c) Reseller has the right to control the defense or settlement of the claim, provided, however, that Company shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.
Conditions to Indemnity. PALMSOURCE’s obligations under Section 11.2.1 are contingent upon (1) ASA giving prompt written notice to PALMSOURCE of any such claim, action or demand, (2) ASA allowing PALMSOURCE to control the defense and related settlement negotiations; provided that in no event shall PALMSOURCE incur any financial obligations on behalf of ASA without ASA’s prior written consent, and (3) ASA reasonably assisting in the defense at PALMSOURCE’s expense.
Conditions to Indemnity. The indemnities set forth in Sections 15.1 and 15.2 above all shall not apply to any design, process or product of a particular manufacturer or manufacturers, which is specified by Owner. These indemnities are valid only if (a) Owner gives notice of any claim or lawsuit for which it claims indemnity within time sufficient for Xxxxxx Mechanical to contest such claim, (b) Owner cooperates fully and promptly with Xxxxxx Mechanical in the defense thereof at Owner’s expense for all items related to such defense for time of witnesses who are employees of Owner, costs related to travel, production of documents, fees for any counsel it elects to assist it in addition to counsel appointed by Xxxxxx Mechanical for defense of the claim, and (c) Xxxxxx Mechanical has full authority in defense of such lawsuit or claim and to settle such claim, provided that, it pays to Owner the cost, if any, of any change in operations resulting from such settlement. In no case shall Xxxxxx Mechanical be liable under Sections 15.1 or 15.2 for any amount, including costs and attorney’s fees, in excess of the limit set forth at Section 16 below.
Conditions to Indemnity. Sunhawk's obligation to indemnify is conditioned on IMEC's notifying Sunhawk promptly of any claim as to which indemnification will be sought and providing Sunhawk reasonable cooperation in the defense and settlement thereof.
Conditions to Indemnity. Each of Isis’ and Archemix’s agreement to indemnify, defend and hold the Archemix Parties or the Isis Parties respectively (each, an “Indemnitee”) harmless is conditioned in each case upon the Indemnitee (i) providing written notice to the indemnifying Party (the “Indemnitor”) of any claim, demand or action arising out of the indemnified activities within [***] days after the Indemnitee has knowledge of such claim, demand or action, (ii) permitting the Indemnitor to assume full responsibility for and control over the investigation, preparation and defense of any such claim or demand, (iii) assisting the Indemnitor, at the Indemnitor’s reasonable expense, in the investigation, preparation and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the Indemnitor’s prior written consent; provided that, if the Indemnitee entitled to indemnification fails to promptly notify the Indemnitor pursuant to the foregoing clause (i), the Indemnitor will only be relieved of its indemnification obligation to the extent prejudiced by such failure.
Conditions to Indemnity. The indemnity in clause 9.1 shall be subject to the relevant Indemnified Party:
(a) as soon as reasonably practicable after becoming aware of any Claim, giving written notice to the Licensee of the Claim, provided that Imperial College shall not be deemed to have become aware of a Claim unless the Director of the Research Office of Imperial College, or a more senior officer of Imperial College, has become aware of such Claim;
(b) following the giving of such notice, giving the Licensee the right to assume the defence and settlement of the Claim, provided that the Licensee shall not settle any Claim without the Licensor’s prior written consent (such consent not to be withheld or delayed unreasonably) and the Licensor shall have the right to participate in (but not control) the defence of the Claim and to retain its own counsel in connection with such Claim at its own expense;
(c) not making any admission of liability, concluding any agreement in relation to such liability or making any compromise in relation to the subject matter of the indemnity without the consent of the Licensee (such consent not to be withheld or delayed unreasonably), provided that Imperial College shall not be deemed to have done any of the foregoing unless it is done with the approval of the Director of the Research Office of Imperial College or a more senior officer of Imperial College; and
(d) promptly upon request, giving the Licensee’s professional advisers reasonable assistance in connection with the Claim provided that the Licensee shall pay a reasonable fee for the time of the personnel of the Indemnified Party spent in connection with such assistance.
Conditions to Indemnity. If either Landlord or Tenant (the “Claimant”) identifies any matter to which this indemnity may apply, Claimant shall promptly, and in every case within 30 days of the notice or claim, notify the other party (the “Investigating Party”) in writing of the matter. The Claimant shall cooperate with the Investigating Party by allowing prompt access to the Leased Premises by the Investigating Party and, its agents, attorneys, and consultants for the purpose of investigating any matter to which this indemnity may apply. The Claimant shall provide the Investigating Party with copies of all non-privileged investigative reports, data, or other information in any form that Claimant, or its consultants, agents, or attorneys may have pertaining to the matter, upon the request of the Investigating Party.
Conditions to Indemnity. IMEC's obligation to indemnify is conditioned on Sunhawk's notifying IMEC promptly of any claim as to which indemnification will be sought and providing IMEC reasonable cooperation in the defense and settlement thereof.
Conditions to Indemnity. To qualify for indemnification under this Agreement, Customer must (i) promptly give written notice of the IP Claim to Company, (ii) give Company sole control of the defense, negotiation, compromise and settlement of the IP Claim; provided however, that any such settlement does not impose any obligation of payment or admission of guilt, or any other material obligation (except customary obligations of confidentiality) on Customer without Customer’s prior written consent, and (iii) provide Company with all reasonable assistance for the defense or settlement of the IP Claim. Customer may elect to participate in any such action with an attorney of its own choice and at its own expense.