Indemnity Conditions. Each party’s indemnification rights require: (i) prompt notice of any claim against the party seeking to be indemnified; (ii) except to the extent prohibited by law, the indemnifying party’s sole control of the defense or settlement, provided that any settlement the indemnifying party enters into releases the other party of all liability; and (iii) the party seeking to be indemnified provides reasonable assistance in the defense or settlement of such claim.
Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section 16 are subject to: (i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee's failure to do so will not relieve the indemnifying party of its obligations under this Section 16, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
Indemnity Conditions. A party’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified party promptly notifying the indemnifying party in writing within a reasonable period of time of any and all claims for which the indemnified party is entitled to indemnification, giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and indemnified party cooperating and, at indemnifying party’s request and expense, assisting in such defense. The indemnified party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party may not settle any such claim without the indemnified party’s prior written consent.
Indemnity Conditions. The indemnities in this Agreement are conditional upon the Party claiming indemnification (the “Indemnified Party”): (i) promptly notifying the indemnifying Party (the “Indemnifying Party”) in writing of such claim, demand, suit or proceeding; (ii) giving the Indemnifying Party sole control of the defence and settlement thereof; and (iii) cooperating and assisting in such defence at the Indemnifying Party’s reasonable request and expense. Notwithstanding the foregoing, the Indemnifying Party shall not settle any claim, demand, suit or proceeding without the Indemnified Party’s prior consent if the settlement would require the Indemnified Party to: (a) pay any amounts or (b) make any admission of wrongdoing or fault.
Indemnity Conditions. The indemnities set forth in this Agreement are conditioned on the following: (i) the party claiming indemnification (the “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) of any matters in respect of which it seeks to be indemnified, and shall give the Indemnitor full cooperation and opportunity to control the response thereto and the defense thereof, including without limitation any settlement thereof, (ii) the Indemnitor shall have no obligation for any claim under this Agreement if the Indemnitee makes any admission, settlement or other communication regarding such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, and (iii) the Indemnitee’s failure to promptly give notice to the Indemnitor shall affect the Indemnitor’s obligation to indemnify the Indemnitee only to the extent the Indemnitor’s rights are materially prejudiced by such failure. The Indemnitee may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice.
Indemnity Conditions. The indemnities set forth in this Agreement are conditioned upon the following: (i) the indemnitee promptly notifies the indemnitor in writing of such Infringement Claim,
Indemnity Conditions. Autolus’s obligation to continue to indemnify UCLB pursuant to Clauses 18.2.1(vii), 18.2.1(viii) and 19.2.2(ii) is conditional upon:
18.9.1 UCLB taking those steps, doing those things or refraining from doing those things requested of it by Autolus for the duration of the indemnification;
18.9.2 UCLB not making any admission or settlement (or taking steps to do so) concerning the proceedings without the prior written consent of Autolus;
18.9.3 Autolus having sole conduct of the applicable proceedings for the duration of the indemnification;
18.9.4 any damages, account of profits, financial remedy or costs recovered from Third Parties (whether in UCLB’s name or otherwise) in respect of the applicable proceedings being for the sole account of Autolus.
Indemnity Conditions. In addition to the limitation on liability provided in Clause 15, the indemnification of Domicilium by the Customer in Clauses 5.1 and 7.3 are subject to the following conditions:
a) Domicilium promptly notifies the Customer in writing of any action or claim;
b) Domicilium makes no admissions or settlements without the Customer’s prior written consent;
c) Domicilium gives the Customer all information and assistance that the Customer may reasonably require; and
d) Domicilium allows the indemnifier complete control over the litigation and settlement of any action or claim.
Indemnity Conditions. A party’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified party promptly notifying the indemnifying party in writing within a reasonable period of time of any and all claims for which the indemnified party is entitled to indemnification, giving the indemnifying party sole control of the defense [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.|| thereof and any related settlement negotiations, and indemnified party cooperating and, at indemnifying party’s request and expense, assisting in such defense. The indemnified party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party may not settle any such claim without the indemnified party’s prior written consent.
Indemnity Conditions. Each of Air Products and MMC enters into Section 13.4 on behalf of itself, and as agent for its directors, officers and employees, each of whom may enforce the provision for their benefit directly against the indemnifying party. The right of a party, or its directors, officers and employees (“indemnitee”) to be indemnified by the other party (“indemnitor”) under Section 13.4 for a claim is subject to the conditions that:
(a) the indemnitee gives the indemnitor prompt notice of any claim, the right and opportunity to select counsel and defend or settle the claim, all documents and other information, including access to witnesses, available to the indemnitee that may assist in the favourable defence or settlement of the claim; and
(b) the indemnitee does not make any admission, or do any other act or thing, that is materially prejudicial to the favorable defence or settlement of the claim.
