General Conditions of Indemnification. Each party’s agreement to indemnify, defend and hold the other party harmless is conditioned upon the indemnified party (i) providing written notice to the indemnifying party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party has knowledge of such claim; (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 reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the indemnifying party’s written consent.
General Conditions of Indemnification. Each Party’s indemnification obligation set forth in Section 11.1, 11.2 or 11.3 is conditioned upon the Other Party Indemnitee, Genoptix Indemnitee or Ambit Indemnitee, as applicable (the “Indemnitee”):
(a) providing written notice to the indemnifying Party of any claim, demand, action or suit for which indemnity is being sought within thirty (30) days after the Indemnitee has knowledge of such claim, demand or action; provided, however, that an Indemnitee’s delay in providing such notice will not relieve the indemnifying Party of its indemnification obligations if the Indemnitee can demonstrate that the indemnifying Party was not prejudiced due to the delay;
(b) permitting the indemnifying Party to assume full responsibility and authority to investigate, prepare for and defend against any such claim, demand, action or suit with counsel reasonably satisfactory to the Indemnitee after the indemnifying Party notifies the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee pursuant to Section 11.1, 11.2 or 11.3 and, once the indemnifying Party gives such notice to the Indemnitee, the indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, except as provided in Section 11.4(c); provided, however, the Indemnitee will have the right to employ separate counsel and to control the defense of such claim, demand, action or suit at its own expense;
(c) once the indemnifying Party gives notice as provided in Section 11.4(b), assisting the indemnifying Party, at the indemnifying Party’s request and reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and
(d) not compromising or settling such claim, demand, action or suit without the indemnifying Party’s written consent; provided that, if the indemnifying Party has not given notice as provided in Section 11.4(b) and more than sixty (60) days have elapsed since the indemnifying Party’s receipt of the Indemnitee’s original notice pursuant to Section 11.4(a), the Indemnitee may settle such claim, demand, action or suit on such terms as it deems appropriate with the consent of the indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party will be obligated to indemnify the Indemnitee for such settlement as provided in this Article 11. If an indemnifying Party assumes the defense of a cla...
General Conditions of Indemnification. The indemnifying party’s (the “Indemnifying Party”) obligations under Sections 8.1 and 8.2 are conditioned upon the party to be indemnified (the “Indemnified Party”) (a) providing written notice to the Indemnifying Party of any purported covered Claim within thirty (30) days after the Indemnified Party has knowledge of such purported Claim (except that failure to timely provide such notice will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); (b) giving the Indemnifying Party sole control over the defense thereof and any related settlement negotiations; and (c) cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense. Notwithstanding the foregoing, the Indemnified Party may participate at its own expense in the defense and any settlement discussions, and will have the right to approve any settlement agreement that involves an admission of fault by the Indemnified Party or imposes non-monetary obligations on the Indemnified Party; provided, however, that such approval will not be unreasonably withheld.
General Conditions of Indemnification. Each Party’s agreement to indemnify, defend and hold the other harmless is conditioned on 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 reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the indemnifying Party’s written consent; provided, however, that the failure of the indemnified Party to undertake any of the foregoing actions shall not relieve the indemnifying Party of any obligation it may have under this Article 8, except to the extent that the indemnifying Party’s ability to fulfill such obligation has been materially prejudiced thereby.
General Conditions of Indemnification. To be eligible to be indemnified hereunder, the indemnified Party shall provide the indemnifying Party with prompt notice of the claim giving rise to the indemnification obligation pursuant to this Article 8 and the exclusive ability to defend (with the reasonable cooperation of the indemnified Party) or settle any such claim; provided, however, that the indemnifying Party shall not enter into any settlement for damages other than monetary damages without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed. The indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the indemnifying Party.
General Conditions of Indemnification. Each Party’s agreement to indemnify, defend and hold the other harmless is conditioned on the indemnified Party: (a) providing prompt written notice to the indemnifying Party of any claim or lawsuit with potential for a Loss no more than thirty (30) days after the indemnified Party has knowledge of such claim or lawsuit; (b) permitting the indemnifying Party to have full conduct and control to investigate, prepare for, and defend against any such claim or lawsuit; (c) providing the indemnifying Party, at the indemnifying Party’s reasonable expense, with the full cooperation and assistance in the investigation of, preparation for and defense of any such claim or lawsuit; and (d) not compromising or settling such claim or lawsuit without the indemnifying Party’s prior written consent, such consent not to be unreasonably withheld, provided that (i) if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent materially prejudiced by such failure and (b) in no event may the indemnifying Party compromise, settle, or enter into any voluntary disposition of any claim, demand or action in any manner that admits material fault or wrongdoing on the part of the indemnified Party or incurs non-indemnified liability on the part of the indemnified Party without the prior written consent of the indemnified Party. This Article 6 survives termination of this Agreement. Obecné podmínky odškodnění. Souhlas každé ze Smluvních stran této Smlouvy odškodnit a chránit a bránit druhou stranu je podmíněn tím, že odškodňovaná Smluvní strana: (a) okamžitě písemně informuje odškodňující Smluvní stranu o jakékoli žaloby nebo soudním sporu s možností vzniku Ztráty ne více než třicet (30) dní poté, co odškodňovaná smluvní strana získala znalost o takové žalobě nebo soudním sporu; (b) dovolí odškodňující Smluvní straně v plném rozsahu vést a řídit vyšetřování, přípravu a obhajobu proti takové žalobě nebo soudnímu sporu; (c) poskytne odškodňující Smluvní straně, na přiměřené náklady odškodňující Smluvní strany, plnou spolupráci a součinnost xxx xxxxxxxxxxx, xxxxxxxx a obhajobě proti takové žalobě nebo soudnímu sporu; a (d) nepřistoupí na kompromis ani neurovná takovou žalobu nebo soudní spor bez předchozího písemného souhlasu odškodňující Smluvní strany, přičemž takový souhlas nesmí být neodůvodněně odpírán, za předpokladu, že (i) je...
General Conditions of Indemnification. Each Party’s agreement to indemnify, defend and hold the other Party and its respective indemnitees harmless is conditioned upon the indemnified Party: (a) 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; (b) permitting the indemnifying Party to assume full responsibility and authority to investigate, prepare for and defend against any such claim or
General Conditions of Indemnification. As a condition to receiving indemnification, the party seeking indemnification shall: • Give written notice to the indemnifying party of any indemnified claim, demand or action within 15 days after it has knowledge thereof; • Permit the indemnifying party at its option to assume control of the defense of such claim, demand or action; • Give full cooperation in the investigation and defense on request; • Use its best efforts to mitigate the damages; and • Not compromise or settle such claim, demand or action without the indemnifying party's written consent.
General Conditions of Indemnification. A party’s agreement to indemnify, defend and hold the other party (the “Indemnified Party”) and its related entities harmless is conditioned upon the Indemnified Party: (a) providing written notice to the first party (the “Indemnifying Party”) of any claim, demand or action arising out of the indemnified activities within […***…] after the Indemnified Party has knowledge of such claim, demand or action (late notice will not absolve an Indemnifying Party of its indemnification obligations to the Indemnified Party, […***…]); (b) permitting the Indemnifying Party to assume full responsibility and authority to investigate, prepare for and defend against any such claim or demand; (c) assisting the Indemnifying Party, […***…], in the investigation of, preparation for and defense of any such claim or demand; and (d) not compromising or settling such claim or demand without the Indemnifying Party’s written consent.
General Conditions of Indemnification. A Party’s agreement to indemnify, defend and hold the other Party (the “Indemnified Party”) and its related entities harmless is conditioned upon the Indemnified Party: (a) providing written notice to the first Party (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; (b) permitting the Indemnifying Party to assume full responsibility and authority to investigate, prepare for and defend against any such claim or demand; (c) assisting the Indemnifying Party, at the Indemnifying Party’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (d) not compromising or settling such claim or demand without the Indemnifying Party’s written consent.
