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).
Appears in 25 contracts
Samples: Professional Services, Professional Services, Professional Services
Indemnification Process. Any party with a possible claim for indemnity under Section 6.2 16.6.2 or 6.3 16.6.3 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).
7 Representations, warranties and liabilities
Appears in 3 contracts
Samples: Professional Services, Professional Services, Professional Services
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 atthe 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).
Appears in 2 contracts
Samples: Professional Services, Professional Services
Indemnification Process. Any In claiming any indemnification hereunder, the indemnified party with a possible claim for indemnity under Section 6.2 or 6.3 shall promptly notify provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the potential claim, and shall cooperate with the indemnifying partyforegoing paragraphs. The indemnified party may, at the indemnifying party’s costits own expense, assist in the investigation and defense of if it so chooses, provided that the same. The indemnifying party shall have sole control over such defense and all negotiations relative to the defense and/or settlement of any such claim, but claim and further provided that any settlement intended to bind the indemnified party may participate at its own expense with counsel of its choosing and the indemnifying party will shall not settle any such claim be final without the indemnified party’s prior written consent (unless such settlement does consent, which shall not impose any obligations, admissions, or liabilities upon the indemnified party)be unreasonably withheld.
Appears in 1 contract
Samples: Terms of Service
Indemnification Process. Any party with a possible claim for indemnity under Section 6.2 16.6.2 or 6.3 16.6.3 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).. SOW_XYZ – Issue 4 Proprietary and confidential 7 Representations, warranties and liabilities
Appears in 1 contract
Samples: Professional Services