Common use of Indemnification Conditions Clause in Contracts

Indemnification Conditions. Sections 9.1 (Google Indemnification Obligations) and 9.2 (Customer Indemnification Obligations) are conditioned on the following: (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 (Google Indemnification Obligations) or 9.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 (Google Indemnification Obligations) and 9.2 (Customer Indemnification Obligations) are conditioned on the following: (a) The Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 (Google Indemnification Obligations) or 9.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 15.1 (Google Customer Indemnification Obligations) and 9.2 15.2 (Customer Google Indemnification Obligations) are conditioned on the following: (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(sAllegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(sAllegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a15.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 15.1 (Google Customer Indemnification Obligations) or 9.2 15.2 (Customer Google Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 8.1 (Google Indemnification Obligations) and 9.2 8.2 (Customer Indemnification Obligations) are conditioned on the following: (a) a. The indemnified party must will promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a8.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 8.1 (Google Indemnification Obligations) or 9.2 8.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) b. The indemnified party must will tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 8.1 (Google Indemnification Obligations) and 9.2 8.2 (Customer Partner Indemnification Obligations) are conditioned on the following: (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a8.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 8.1 (Google Indemnification Obligations) or 9.2 8.2 (Customer Partner Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 12.1 (Google Customer Indemnification Obligations) and 9.2 12.2 (Customer Stipop Indemnification Obligations) are conditioned on the following: (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(sAllegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(sAllegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a12.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 12.1 (Google Customer Indemnification Obligations) or 9.2 12.2 (Customer Stipop Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 14.1 (Google Indemnification Obligations) and 9.2 14.2 (Customer Indemnification Obligations) are conditioned on the following: (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 14.1 (Google Indemnification Obligations) or 9.2 14.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 12.1 (Google Ledyard Ventures Indemnification Obligations) and 9.2 12.2 (Customer Customer’s Indemnification Obligations) are conditioned on the followingsubsequent: (a) The indemnified party must promptly notify the indemnifying party in writing written form of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a12.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 Sections 12.1 (Google Ledyard Ventures Indemnification Obligations) or 9.2 12.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the followingsubsequent: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring which requires the indemnified party to admit liability, pay money, or take (or refrain from takingto not take) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 12.1 (Google Snowdrop’s Indemnification Obligations) and 9.2 12.2 (Customer Indemnification Obligations) are conditioned on the following: (a) The 12.4.1 Any indemnified party Party must promptly notify the indemnifying party Party in writing of any allegation(s) that preceded the Third-third Party Legal Proceeding legal proceeding and cooperate reasonably with the indemnifying party Party to resolve the allegation(s) and Third-third Party Legal Proceedinglegal proceeding. If breach of this Section 9.4(a) 12.4.1 prejudices the defense defence of the Third-third Party Legal Proceedinglegal proceeding, the indemnifying partyParty’s obligations under Section 9.1 12.1 (Google Snowdrop’s Indemnification Obligations) or 9.2 12.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The 12.4.2 Any indemnified party Party must tender sole control of the indemnified portion of the Third-third Party Legal Proceeding legal proceeding to the indemnifying partyParty, subject to the following: (i) the indemnified party Party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party Party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified partyindemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Indemnification Conditions. Sections 9.1 15.1 (Google Customer Indemnification Obligations) and 9.2 15.2 (Customer Google Indemnification Obligations) are conditioned on the following: (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(sAllegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(sAllegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a15.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 15.1 (Google Customer Indemnification Obligations) or 9.2 15.2 (Customer Google Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.and

Indemnification Conditions. Sections 9.1 (Google Indemnification Obligations) and 9.2 8.2 (Customer Indemnification Obligations) are conditioned on the following: (a) 9.4.a. The indemnified party must will promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 (Google Indemnification Obligations) or 9.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b) 9.4.b. The indemnified party must will tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.