Common use of Indemnification of Client Clause in Contracts

Indemnification of Client. Custodian shall indemnify, defend and hold Client harmless of, from and against any loss, damage, claim, demand or liability, including, without limitation, reasonable costs and attorneys' fees (collectively, "Losses"), incurred by Client to the extent resulting from (i) Custodian's breach of this Agreement, (ii) Custodian's negligence or (iii) Custodian's willful misconduct. Custodian's obligation to indemnify Client hereunder is conditioned upon Custodian's receipt from Client of (a) prompt written notice of the claim or matter in respect of which indemnity is sought; provided, however, that failure or delay in giving such notice shall not relieve Custodian of its obligations hereunder except to the extent Custodian is prejudiced thereby; (b) cooperation of Client, on a best efforts basis, in the defense and settlement of any matter involving a third party claim; and (c) Client's tender to Custodian of the right to control, defend and settle, in Custodian's

Appears in 2 contracts

Samples: Custody Agreement (Prudential Variable Contract Account 10), Custody Agreement (Prudential Variable Contract Account 24)

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Indemnification of Client. Custodian shall indemnify, defend and hold Client harmless of, from and against any loss, damage, claim, demand or liability, including, without limitation, reasonable costs and attorneys' fees (collectively, "Losses"), incurred by Client to the extent resulting from (i) Custodian's breach of this Agreement, (ii) Custodian's negligence or (iii) Custodian's willful misconduct. Custodian's obligation to indemnify Client hereunder is conditioned upon Custodian's receipt from Client of (a) prompt written notice of the claim or matter in respect of which indemnity is sought; provided, however, that failure or delay in giving such notice shall not relieve Custodian of its obligations hereunder except to the extent Custodian is prejudiced thereby; (b) cooperation of Client, on a best efforts basis, in the defense and settlement of any matter involving a third party claim; and (c) Client's tender to Custodian of the right to control, defend and settle, in Custodian's's 13 sole discretion, any matter involving a third party claim. Under no circumstances shall Custodian be liable to Client for indirect, special or consequential damages, irrespective of whether or not Custodian was apprised of the likelihood of such damages

Appears in 1 contract

Samples: Custody Agreement (Prudential Variable Contract Account 2)

Indemnification of Client. Custodian shall indemnifyindemnity, defend and hold Client harmless of, from and against any loss, damage, claim, demand or liability, including, without limitation, reasonable costs and attorneys' fees (collectively, "Losses"), incurred by Client to the extent resulting from (i) Custodian's breach of this Agreement, (ii) Custodian's negligence or (iii) Custodian's willful misconduct. Custodian's obligation to indemnify Client hereunder is conditioned upon Custodian's receipt from Client of (a) prompt written notice of the claim or matter in respect of which indemnity is sought; provided, however, that failure or delay in giving such notice shall not relieve Custodian of its obligations hereunder except to the extent Custodian is prejudiced thereby; (b~) cooperation of Client, on a best efforts basis, in the defense and settlement of any matter involving a third party claim; and (c) Client's tender to Custodian of the right to control, defend and settle, in Custodian's

Appears in 1 contract

Samples: Custody Agreement (Prudential Variable Contract Account 11)

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Indemnification of Client. Custodian shall indemnify, defend and hold Client harmless of, from and against any loss, damage, claim, demand or liability, including, without limitation, reasonable costs and attorneys' fees (collectively, "Losses"), incurred by Client to the extent resulting from (i1) Custodian's breach of this Agreement, (ii) Custodian's negligence or (iii) Custodian's willful misconduct. Custodian's obligation to indemnify Client hereunder is conditioned upon Custodian's receipt from Client of (a) prompt written notice of the claim or matter in respect of which indemnity is sought; provided, however, that failure or delay in giving such notice shall not relieve Custodian of its obligations hereunder except to the extent Custodian is prejudiced thereby; (b) cooperation of Client, on a best efforts basis, in the defense and settlement of any matter involving a third party claim; and (c) Client's tender to Custodian of the right to control, defend and settle, in Custodian's's sole discretion, any matter involving a third party claim. Under no circumstances shall Custodian be liable to Client for indirect, special or consequential damages, irrespective of whether or not Custodian was apprised of the likelihood of such damages.

Appears in 1 contract

Samples: Custody Agreement (Prudential Series Fund Inc)

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