Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 10, the indemnified party shall: (a) promptly notify the indemnifying party in writing of such Claim; (b) allow the indemnifying party to have sole control of its defense and settlement; and (c) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 10 are expressly conditioned upon the indemnified party’s compliance with this Section 10.3 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 10 but such obligations shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 10 shall survive termination of this Agreement for one (1) year.
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 8, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 8 are expressly conditioned upon the indemnified party’s compliance with this Section 8.4. The indemnification obligations contained in this Section 8 shall survive termination of this Agreement for the later of the conclusion of a Claim or one year.
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 6, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 6, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such a Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such a Claim and any appeal arising therefrom. The indemnification obligations under this Section 6 are expressly conditioned upon the indemnified party’s compliance with this Section 6.5 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 6 but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 6 shall survive termination of this Agreement for one year.
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Indemnification Section, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Indemnification Section are expressly conditioned upon the indemnified party’s compliance with this Indemnification Section except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Indemnification Section but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Indemnification Section shall survive termination of this Agreement for one year.
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 10 are expressly conditioned upon the indemnified party’s compliance with this Section 10.3 except that failure to notify the indemnifying party of such Claim shall only relieve the indemnifying party of its obligations under this Section 10 to the extent that the indemnifying party is materially prejudiced by such failure.
Indemnification Procedures and Survival. In the event of a Claim within the purview of these indemnification provisions, the indemnitee shall control its own defense, and at the time of Claim resolution the indemnitor shall reimburse the indemnitee for those attorney fees and other defense costs reasonably incurred in that defense. To the extent that the indemnitee may incur fees and costs in the defense of claims other than a covered Claim, the indemnitor shall have no responsibility for such costs. The indemnification obligations contained in this section will survive for one year after termination or expiration of this MLA.
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 6, the Party seeking indemnity shall: (i) promptly notify the Party against whom indemnity is sought in writing of such Claim; (ii) allow the Party against whom indemnity is sought to have sole control of its defense and settlement; and, (iii) upon request of the Party against whom indemnity is sought, cooperate in all reasonable respects, at the cost and expense of the Party against whom indemnity is sought, with any the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 6.0 are expressly conditioned upon the compliance with this Section 6.03 by the Party seeking indemnity, except that failure to notify the Party against whom indemnity is sought of such Claim shall not relieve that Party of its obligations under this Section 6.0, but such Claim shall be reduced to the extent of any damages attributable to such failure to notify. The indemnification obligations contained in this Section 6.0 shall survive termination of the Subscription Term for a minimum of twelve (12) full calendar months, starting on the first day of the calendar month subsequent to end of the Subscription Term.
Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 8, the indemnified Party shall: (i) promptly notify the indemnifying Party in writing of such Claim; (ii) allow the indemnifying Party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying Party, cooperate in all reasonable respects, at the indemnifying Party’s expense, with the indemnifying Party in the investigation and defense of such Claim. The indemnification obligations under this Section 8 are expressly conditioned upon the indemnified Party’s compliance with this Section 8.3. The indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The indemnifying Party shall not settle any Claim on any terms or in any manner that adversely affects the rights of any indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If the indemnifying Party fails or refuses to assume control of the defense of such Claim, the indemnified Party shall have the right, but no obligation, to defend against such, including settling such Claim after giving notice to the indemnifying Party, in each case in such manner and on such terms as the indemnified Party may deem appropriate. The indemnified Party's failure to perform any obligations under this Section 8.3 will not relieve the indemnifying Party of its obligations under this Section 8, except to the extent that the indemnified Party can demonstrate that it has been materially prejudiced as a result of such failure.
Indemnification Procedures and Survival. In the event of a claim within the purview of these indemnification provisions, the Licensor shall control its own defense, Licensee shall reasonably cooperate with Licensor in the defense and settlement of such claims at Licensor’s expense. Licensor will not settle any claim against Licensee without Licensee’s prior, written consent to such settlement, such consent not to be unreasonably withheld or delayed. The indemnification obligations contained in this section will survive after termination or expiration of this MLA.
