Common use of Indemnification Process Clause in Contracts

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. Appgate’s obligations under this If a Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 9 are contingent upon 10.2, the indemnified party (i) providing prompt written notice Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying Party will be permitted to Appgate of such Claim (provided, however, that any failure or delay in notice shall not affect any assume primary control of the indemnified party’s rights hereunder except to defense of the extent Appgate is materially prejudiced thereby), (ii) allowing Appgate to control action with counsel of the defense and any related settlement of any such Claim, and (iii) furnishing Appgate with reasonable assistance, at Appgate’s sole cost and expense, Indemnifying Party's choice. The Indemnified Party will cooperate in the defense or settlement of any such Claimthe action as requested by the Indemnifying Party. The indemnified party Indemnified Party may, but shall have the right to not be required to, participate in the defense of such Claim the action with counsel of its own choosing counsel, at its own expense. Appgate The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any such Claim without guilt, fault, or wrongdoing on the prior written consent part of the indemnified party (such consent not to be unreasonably withheldIndemnified Party, conditioned which would otherwise adversely affect the Indemnified Party, 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 which results in less than 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 rightsclaims.

Indemnification Process. AppgateCustomer’s obligations under this Section 9 4 are contingent upon the indemnified party (i) providing prompt written notice to Appgate Customer 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 Customer is materially prejudiced thereby), (ii) allowing Appgate Customer to control the defense and any related settlement of any such Claim, and (iii) furnishing Appgate Customer with reasonable assistance, at AppgateCustomer’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 Customer 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. AppgateAppGate’s obligations under this Section 9 are contingent upon the indemnified party (i) providing prompt written notice to Appgate 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 AppGate is materially prejudiced thereby), (ii) allowing Appgate AppGate to control the defense and any related settlement of any such Claim, and (iii) furnishing Appgate AppGate with reasonable assistance, at AppgateAppGate’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 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. Appgate’s The Indemnified Party will notify the Indemnifying Party promptly in writing of any Claim for which it seeks indemnification hereunder, provided that the failure of the Indemnified Party to promptly inform the Indemnifying Party of any Claim shall not excuse the Indemnifying Party of its 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 such failure materially prejudiced therebyprejudices the Indemnifying Party. In the case of a third-party Claim, the Indemnified Party will provide, at the Indemnifying Party’s expense (to the extent of out-of-pocket expenses only), (ii) allowing Appgate all reasonably necessary assistance, information and authority to allow the Indemnifying Party 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 third-party Claim. The indemnified party shall have Notwithstanding the right to participate in foregoing, the defense of such Claim with counsel of its own choosing at its own expense. Appgate Indemnifying Party shall not enter into any settlement of any such Claim without the Indemnified Party’s prior written consent unless such settlement (a) does not admit any fault or guilt of the indemnified party Indemnified Party or impose any obligations on the Indemnified Party, (such consent not to be unreasonably withheldb) provides that the sole relief is money damages that are paid in full by the Indemnified Party, conditioned or delayedand (c) if the indemnified party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include includes a full and unconditional release of the indemnified party Indemnified Party from any and all liability arising out for such Claim or a complete dismissal of litigation with prejudice. The Indemnified Party may participate at its expense in the Claim, shall be deemed to directly defense or settlement of any Claim with counsel of its choosing and materially impair the indemnified party’s rightsat its sole expense.

Indemnification Process. AppgateCustomer’s obligations under this Section 9 10 are contingent upon the indemnified party (i) providing prompt written notice to Appgate Customer 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 Customer is materially prejudiced thereby), (ii) allowing Appgate Customer to control the defense and any related settlement of any such Claim, and (iii) furnishing Appgate Customer with reasonable assistance, at AppgateCustomer’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 Customer 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. AppgateCustomer’s obligations under this Section 9 are contingent upon the indemnified party (i) providing prompt written notice to Appgate Customer 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 Customer is materially prejudiced thereby), (ii) allowing Appgate Customer to control the defense and any related settlement of any such Claim, and (iii) furnishing Appgate Customer with reasonable assistance, at AppgateCustomer’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 Customer 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. AppgateMSP’s obligations under this Section 9 4 are contingent upon the indemnified party (i) providing prompt written notice to Appgate MSP 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 MSP is materially prejudiced thereby), (ii) allowing Appgate MSP to control the defense and any related settlement of any such Claim, and (iii) furnishing Appgate MSP with reasonable assistance, at AppgateMSP’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 MSP 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.