Indemnification Process. 20.2.1 As used in this Section 20, “Indemnified Person” means a person whom an Indemnifying Party is obligated to indemnify, defend and/or hold harmless under Section 20.1.
20.2.2 An Indemnifying Party’s obligations under Section 20.1 shall be conditioned upon the following:
Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall:
(a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and
(b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party.
4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof.
4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim.
4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.
4.3.5 The indemnification provided for under this Agreement shall remain in ful...
Indemnification Process. A party’s duty to defend and indemnify under the Agreement is contingent upon the other party: (a) sending prompt written notice of the Indemnified Claim to the indemnifying party and taking reasonable steps to mitigate damages; (b) granting to the indemnifying party the sole right to control the defense and resolution of the Indemnified Claim; and (c) cooperating with the indemnifying party in the defense and resolution of the Indemnified Claim and in mitigating any damages. “Indemnified Claim” in this Clause 15.5 (Indemnification Process) means any and all claims indemnified by a party under this Clause 15 (Indemnities). The parties' respective rights to Indemnified Claims under this Clause 15 (Indemnities) are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights, if allowed by applicable law.
Indemnification Process. Dell’s duty to defend and indemnify under this section is contingent upon (i) Partner’s sending prompt written notice of the Claim to Dell, (ii) Partner’s granting to Dell the sole right to control the defense and resolution of the Claim, and (iii) Partner’s cooperation in Dell’s defense and resolution of the Claim, and in mitigating any damages. Dell has no obligation to defend or indemnify any End User or any other third party.
Indemnification Process. Any party with a possible claim for indemnity under Section 6.2 or 6.3 shall promptly notify the indemnifying party of the potential claim, and shall cooperate with the indemnifying party, at the indemnifying party’s cost, in the investigation and defense of the same. The indemnifying party shall have sole control over the defense and/or settlement of any such claim, but the indemnified party may participate at its own expense with counsel of its choosing and the indemnifying party will not settle any such claim without the indemnified party’s prior written consent (unless such settlement does not impose any obligations, admissions, or liabilities upon the indemnified party).
Indemnification Process. Appgate’s obligations under this Section 9 are contingent upon the indemnified party (i) providing prompt written notice to Appgate of such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified party’s rights hereunder except to the extent Appgate is materially prejudiced thereby), (ii) allowing Appgate to control the defense and any related settlement of any such Claim, and (iii) furnishing Appgate with reasonable assistance, at Appgate’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. Appgate shall not enter into any settlement of any such Claim without the prior written consent of the indemnified party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified party’s rights.
Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)
Indemnification Process. The indemnification process set forth in Section 8.04 of the Contribution Agreement will apply with respect to claims for indemnification from and against third-party claims under this Agreement mutatis mutandis, including with respect to control of the defense of such third-party claims. But, for avoidance of doubt, any such claim for indemnification under this Agreement will be subject to the terms of this Agreement (including with respect to any applicable limitation of liability) and not under the terms of the Contribution Agreement.
Indemnification Process. A party’s duty to defend and indemnify under the Agreement is contingent upon the other party: (a) sending prompt written notice of the Indemnified Claim to the indemnifying party and taking reasonable steps to mitigate damages; (b) granting to the indemnifying party the sole right to control the defense and resolution of the Indemnified Claim; and (c) cooperating with the indemnifying party in the defense and resolution of the Indemnified Claim and in mitigating any damages. “Indemnified Claim” in this Clause 16.5 – Part A (Indemnification Process) means any and all claims indemnified by a party under this Clause 16 – Part A (Indemnities). The parties' respective rights to Indemnified Claims under this Clause 16 – Part A (Indemnities) are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights, if allowed by applicable law.
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