Common use of Indemnity Conditions Clause in Contracts

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. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF EITHER PARTY REGARDING CLAIMS OF INFRINGMENT, AND THE EXCLUSIVE REMEDY TO EITHER PARTY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.

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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF EITHER PARTY REGARDING CLAIMS OF INFRINGMENT, AND THE EXCLUSIVE REMEDY TO EITHER PARTY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.