Common use of Indemnification Requirements Clause in Contracts

Indemnification Requirements. The indemnification obligations under this Section 18 (Indemnification) are conditioned on: (a) the Party against whom a third-party Claim is brought timely notifying the other Party in writing of any such Claim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 18 (Indemnification) except to the extent such failure or delay prejudices the defense; (b) the Party who is obligated to defend a Claim having the right to fully control the defense of such Claim; (c) the Party against whom a third-party Claim is brought reasonably cooperating in the defense of such Claim; and (d) Your compliance with AVEVA’s direction to cease any use of the Software which in AVEVA’s reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any Claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the Claim is brought, provided however that AVEVA may settle any Claim on a basis requiring AVEVA to substitute for the Software any alternative substantially equivalent non-infringing products. AVEVA shall not be responsible for any settlement made without its consent. The Party against whom a third-party Claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend Claims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights.

Indemnification Requirements. The indemnification obligations under this Section 18 (Indemnification) 9 are conditioned on: (a) the Party against whom a third-party Claim claim is brought timely notifying the other Party in writing of any such Claimclaim, provided however that a Party’s 's failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 18 (Indemnification) 9 except to the extent such failure or delay prejudices the defense; (b) the Party who is obligated to defend a Claim claim having the right to fully control the defense of such Claimclaim; (c) the Party against whom a third-party Claim claim is brought reasonably cooperating in the defense of such Claimclaim; and (d) Your compliance Customer complying with AVEVA’s <Kindly enter Company name>. direction to cease any use of the Software Products which in AVEVA’s <Kindly enter Company name>. reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any Claim claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the Claim claim is brought, provided however that AVEVA <Kindly enter Company name>. may settle any Claim claim on a basis requiring AVEVA <Kindly enter Company name>. to substitute for the Software Products any alternative substantially equivalent non-infringing products. AVEVA <Kindly enter Company name>. shall not be responsible for any settlement made without its consent. The Party against whom a third-party Claim claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend Claimsclaims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s 's rights.

Indemnification Requirements. The indemnification obligations under this Section 18 (Indemnification) 9 are conditioned on: (a) the Party against whom a third-party Claim claim is brought timely notifying the other Party in writing of any such Claimclaim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 18 (Indemnification) 9 except to the extent such failure or delay prejudices the defensedefence; (b) the Party who is obligated to defend a Claim claim having the right to fully control the defense defence of such Claimclaim; (c) the Party against whom a third-party Claim claim is brought reasonably cooperating in the defense defence of such Claimclaim; and (d) Your compliance Customer complying with AVEVA’s direction to cease any use of the Software Products which in AVEVA’s reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any Claim claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the Claim claim is brought, provided however that AVEVA may settle any Claim claim on a basis requiring AVEVA to substitute for the Software Products any alternative substantially equivalent non-infringing productsProducts. AVEVA shall not be responsible for any settlement made without its consent. The Party against whom a third-party Claim claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend Claimsclaims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights.

Indemnification Requirements. The indemnification obligations under this Section 18 (Indemnification) 9 are conditioned on: (a) the Party against whom a third-party Claim claim is brought timely notifying the other Party in writing of any such Claimclaim, provided however that a Party’s 's failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 18 (Indemnification) 9 except to the extent such failure or delay prejudices the defense; (b) the Party who is obligated to defend a Claim claim having the right to fully control the defense of such Claimclaim; (c) the Party against whom a third-party Claim claim is brought reasonably cooperating in the defense of such Claimclaim; and (d) Your compliance Customer complying with AVEVA’s CGC's direction to cease any use of the Software Products which in AVEVA’s CGC's reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any Claim claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the Claim claim is brought, provided however that AVEVA CGC may settle any Claim claim on a basis requiring AVEVA CGC to substitute for the Software Products any alternative substantially equivalent non-infringing products. AVEVA CGC shall not be responsible for any settlement made without its consent. The Party against whom a third-party Claim claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend Claimsclaims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s 's rights.

Indemnification Requirements. The indemnification obligations under this Section 18 22 (Indemnification) are conditioned on: (a) the Party against whom a third-party Claim is brought timely notifying the other Party in writing of any such Claim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 18 22 (Indemnification) except to the extent such failure or delay prejudices the defense; (b) the Party who is obligated to defend a Claim having the right to fully control the defense of such Claim; (c) the Party against whom a third-party Claim is brought reasonably cooperating in the defense of such Claim; and (d) Your compliance with AVEVA’s direction to cease any use of the Software which in AVEVA’s reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any Claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the Claim is brought, provided however that AVEVA may settle any Claim on a basis requiring AVEVA to substitute for the Software any alternative substantially equivalent non-infringing products. AVEVA shall not be responsible for any settlement made without its consent. The Party against whom a third-party Claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend Claims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights.