Common use of General Conditions of Indemnification Clause in Contracts

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 claim, demand, action or suit, no compromise or settlement of such claim, demand, action or suit may be effected by the indemnifying Party without the Indemnitee’s written consent (which consent will not be unreasonably withheld or delayed), unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee; (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying Party; and (iii) the Indemnitee’s rights under this Agreement are not adversely affected.

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 ***Confidential Treatment Requested 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 claim, demand, action or suit, no compromise or settlement of such claim, demand, action or suit may be effected by the indemnifying Party without the Indemnitee’s written consent (which consent will not be unreasonably withheld or delayed), unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee; (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying Party; and (iii) the Indemnitee’s rights under this Agreement are not adversely affected.

General Conditions of Indemnification. Each Party’s If either Party is seeking indemnification obligation set forth in under Section 11.1, 11.2 13.1 or 11.3 is conditioned upon the Other Party Indemnitee, Genoptix Indemnitee or Ambit Indemnitee, as applicable 13.2 (the “IndemniteeIndemnified Party”): ), it shall inform the other Party (athe “Indemnifying Party”) providing written notice of the claim giving rise to the indemnifying Party obligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of any claim, demand, action or suit for which indemnity is being sought within thirty the claim (30) days after the Indemnitee has knowledge of such claim, demand or action; provided, however, that an Indemnitee’s any delay in providing or failure to provide such notice will shall not relieve constitute a waiver or release of, or otherwise limit, the indemnifying Party of its Indemnified Party’s rights to indemnification obligations if the Indemnitee can demonstrate that the indemnifying Party was not prejudiced due under, as applicable, Section 13.1 or 13.2, except to the delay; (b) permitting extent that such delay or failure materially prejudices the indemnifying Party Indemnifying Party’s ability 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 relevant claims). 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 shall have the right to employ separate counsel and to control assume 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 for which it deems appropriate with the consent of the indemnifying Party (which consent shall not be unreasonably withheld), and the Indemnifying Party will be is obligated to indemnify the Indemnitee for such settlement Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as provided the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in this Article 11. If an indemnifying Party assumes the defense of a any claim or suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, delayed or conditioned. The Indemnified Party shall not settle or compromise any such claim without the prior written consent of the Indemnifying Party, which it may provide in its sole discretion. If the Parties cannot agree as to the application of Section 13.1 or 13.2 to any claim, demand, action or suit, no compromise or settlement the Parties may conduct separate defenses of such claimclaims, demand, action with each Party retaining the right to claim indemnification from the other Party in accordance with Section 13.1 or suit may be effected by the indemnifying Party without the Indemnitee’s written consent (which consent will not be unreasonably withheld or delayed), unless: (i) there is no finding or admission of any violation of law or any violation 13.2 upon resolution of the rights of any person and no effect on any other claims that may be made against the Indemnitee; (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying Party; and (iii) the Indemnitee’s rights under this Agreement are not adversely affectedunderlying claim.