Common use of General Conditions on Indemnity Obligations Clause in Contracts

General Conditions on Indemnity Obligations. Each potential Indemnifying Party’s obligations under this Agreement will be subject to the Indemnified Party: (a) promptly, after receipt of any written claim, notice of any action giving rise to a claim for indemnification or the discovery by such Indemnified Party of any Damages that may give rise to a claim for indemnification, providing the Indemnifying Party notice of the claim, action or Damages (provided that failure to so notify the potential Indemnifying Party will not relieve the potential Indemnifying Party of its indemnification obligations, except to the extent that the potential Indemnifying Party’s ability to defend against the claim or event with respect to which indemnification is sought is adversely affected by the failure of the potential Indemnified Party to give prompt notice as required by this Section); (b) providing reasonable cooperation and assistance in the defense or settlement of any claim; and (c) granting the Indemnifying Party control over the defense and settlement of the same (provided that any Indemnified Party shall be entitled to participate in the defense and settlement of the claim and to employ counsel at its own expense to assist in the handling of the claim; and provided further that the Indemnified Party does not invoke its retained right to defend as stated below). The Indemnifying Party will not agree to any settlement which results in an admission of liability by the Indemnified Party without the Indemnified Party’s prior written consent.

General Conditions on Indemnity Obligations. Each potential Indemnifying Party’s obligations under this Agreement will shall be subject to the Indemnified Party: Party (a) unless otherwise required by Applicable Law, promptly, after receipt of any written claim, claim or notice of any action giving rise to a claim for indemnification or the discovery by such Indemnified Party of any Damages that may give rise to a claim for indemnification, providing the Indemnifying Party notice of the claim, claim or action or Damages and specifying in reasonable detail the nature and amount of the Loss (provided that failure to so notify the potential Indemnifying Party will shall not relieve the potential Indemnifying Party of its indemnification obligations, except to the extent that the potential Indemnifying Party’s ability to defend against the claim failure or event with respect to which indemnification delay is sought is adversely affected by the failure of the potential Indemnified Party to give prompt notice as required by this Sectionprejudicial); (b) providing reasonable cooperation and assistance in the defense or settlement of any claim; and (c) granting the Indemnifying Party control over the defense and settlement of the same (provided that any Indemnified Party shall be entitled to participate in the defense and settlement of the claim and to employ counsel at its own expense to assist in the handling of the claim; and provided further that the Indemnified Party does not invoke its retained right to defend as stated below). The Indemnifying Party will shall not agree to any settlement which that results in any obligation or an admission of liability by the Indemnified Party without the Indemnified Party’s prior written consent.

General Conditions on Indemnity Obligations. Each potential Indemnifying Party’s 's obligations under this Agreement will be subject to the Indemnified Party: Party (a) promptly, after receipt of any written claim, claim or notice of any action giving rise to a claim for indemnification or the discovery by such Indemnified Party of any Damages that may give rise to a claim for indemnification, providing the Indemnifying Party notice of the claim, claim or action or Damages (provided that failure to so notify the potential Indemnifying Party will not relieve the potential Indemnifying Party of its indemnification obligations, except to the extent that the potential Indemnifying Party’s ability to defend against the claim failure or event with respect to which indemnification delay is sought is adversely affected by the failure of the potential Indemnified Party to give prompt notice as required by this Sectionprejudicial); (b) providing reasonable cooperation and assistance in the defense or settlement of any claim; and (c) granting the Indemnifying Party control over the defense and settlement of the same (provided that any Indemnified Party shall will be entitled to participate in the defense and settlement of the claim and to employ counsel at its own expense to assist in the handling of the claim; and provided further that the Indemnified Party does not invoke its retained right to defend as stated below). The Indemnifying Party will not agree to any settlement which results in an admission on behalf of liability by the Indemnified Party without the Indemnified Party’s 's prior written consent, which consent will not be unreasonably withheld or delayed.