Common use of Indemnity Conditions Clause in Contracts

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. The defense and indemnification obligations of the indemnifying party under this Section 16 are subject to: (ia) 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; (iib) 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 (iiic) 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. The defense and indemnification obligations of the indemnifying party under this Section 16 Parties above shall apply only if the following conditions are subject to: (i) met. Promptly after becoming aware of a claim, the indemnified party Party shall promptly provide a written notice to the indemnifying Party. Delay in providing such notice shall relieve the indemnifying Party of its indemnity obligations only if the indemnifying Party's ability to defend against such claim is thereby materially impaired. The indemnifying Party shall have the right to assume and control the defense of the claim for which an indemnification is being soughtat its own expense. The indemnified Party shall have the right to participate in, provided that but not to control, such indemnitee's failure to do so will not relieve defense at its own expense. If 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 Party does not assume the defense and/or settlement of the claim, provided, however that the indemnified Party may defend the claim at the indemnifying party Party's expense. The indemnified Party shall not enter into any settle or compromise or settlement of any such the 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 indemniteeindemnifying Party, which and the indemnifying Party shall not settle or compromise the claim in any manner that would have a material adverse effect on the indemnified Party without the prior written consent of the indemnified Party. No consent required hereunder shall be unreasonably withheld or delayed; . The indemnified Party shall reasonably cooperate with the indemnifying Party and (iii) the indemnified party providing reasonable cooperation and assistanceshall, at the indemnifying party’s Party's expense, in the defense and/or settlement of such claim and not taking any action that prejudices make available to the indemnifying party’s defense of, Party all pertinent information in its possession or response to, such claimunder its control.

Indemnity Conditions. The defense defence 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 defence is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense defence 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 defence and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense defence of, or response to, 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.and