Common use of Indemnification Conditions Clause in Contracts

Indemnification Conditions. An Indemnitor’s obligations under this Agreement are conditioned upon (a) the Indemnified Party giving prompt, written notice of a Claim except to the extent the Indemnitor is not materially prejudiced thereby; (b) the Indemnitor having sole control of the defense and settlement of a Claim (provided that (i) the Claim involves a claim for money damages only; (ii) the Indemnitor can demonstrate to the Indemnified Party that the Indemnitor has the financial wherewithal to diligently defend the Claim; (iii) the Indemnitor promptly assumes and diligently conducts such defense with counsel approved by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (iv) the Indemnitor may not settle any Claim in a manner that would adversely affect the Indemnified Party’s rights, reputation or interests or involve an admission or finding of wrongdoing or liability without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (c) the Indemnified Party’s cooperation with the Indemnitor, at the Indemnitor’s expense, in the defense and settlement of the Claim, as the Indemnitor may reasonably request. The Indemnified Party shall have the right to participate in the defense thereof with counsel of its choosing at its own expense.

Indemnification Conditions. An Indemnitor’s The indemnification obligations under set forth in this Agreement are conditioned upon subject to the following conditions: (a) the Indemnified Party giving prompt, written must give prompt notice of a Claim except to the extent Indemnifying Party of any possible claim for indemnification under this Agreement promptly after the Indemnitor is not materially prejudiced therebyIndemnified Party becomes aware of such possible claim; (b) the Indemnitor having sole control Indemnified Party at its own expense may participate with counsel of its own choosing and appear on an equal footing with the Indemnifying Party in the defense of any such claim; (c) the Indemnifying Party shall not consent to settle or compromise any claim without the prior written approval of the defense and settlement of a Claim (provided that (i) the Claim involves a claim for money damages only; (ii) the Indemnitor can demonstrate Indemnified Party, not to the Indemnified Party that the Indemnitor has the financial wherewithal to diligently defend the Claim; (iii) the Indemnitor promptly assumes and diligently conducts such defense with counsel approved by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (iv) , provided that the Indemnitor may Indemnifying Party shall not settle be required to obtain prior approval of the Indemnified Party for any Claim in a manner settlement that would adversely affect involves only the payment of money by the Indemnifying Party, does not contain any admission of liability by or with respect to the Indemnified Party’s rights, reputation or interests or involve an admission or finding and contains a full release of wrongdoing or liability without all claims against the Indemnified Party’s prior written consent (which consent . Any delay by the Indemnified Party in notifying the Indemnifying Party shall not be unreasonably withheld, conditioned relieve the Indemnifying Party from any liability or delayed); obligation under this Agreement unless (and (cthen solely to the extent) the Indemnified Party’s cooperation with the Indemnitor, at the Indemnitor’s expense, in the defense and settlement of the Claim, as the Indemnitor may reasonably requestIndemnifying Party is damaged thereby. The Indemnified Party shall have the right to participate cooperate in the defense thereof with counsel of any claim for which the Indemnifying Party is indemnifying hereunder, at the expense of the Indemnifying Party, except the Indemnified Party shall bear the expense of the time of its choosing at its own expenseemployees.