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.
Appears in 4 contracts
Samples: Exclusive Ip License Agreement (Aratana Therapeutics, Inc.), Exclusive Ip License Agreement (Aratana Therapeutics, Inc.), Exclusive Ip License Agreement (Aratana Therapeutics, Inc.)
Indemnity Conditions. A partyParty’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified party Party promptly notifying the indemnifying party Party in writing within a reasonable period of time of any and all claims for which the indemnified party Party is entitled to indemnification, giving the indemnifying party Party sole control of the defense thereof and any related settlement negotiations, and indemnified party Party cooperating and, at indemnifying partyParty’s request and expense, assisting in such defense. The indemnified party Party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party Party may not settle any such claim without the indemnified partyParty’s prior written consent.
Appears in 3 contracts
Samples: Api Development Agreement, Api Development Agreement (Aratana Therapeutics, Inc.), Api Development Agreement (Aratana Therapeutics, Inc.)
Indemnity Conditions. A partyParty’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified party Party promptly notifying the indemnifying party Party in writing within a reasonable period of time of any and all claims for which the indemnified party Party is entitled to indemnification, giving the indemnifying party Party sole control of the defense thereof and any related settlement negotiations, and indemnified party Party cooperating and, at indemnifying partyParty’s request and expense, assisting in such defense. The indemnified party Party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party Party may not settle any such claim without the indemnified partyParty’s prior written consent, not to be unreasonably withheld or delayed, unless such settlement fully releases the indemnified Party of all Losses arising from such claims or such settlement is limited to monetary relief which is the responsibility of the indemnifying Party.
Appears in 1 contract
Samples: Software as a Service Agreement
Indemnity Conditions. A partyParty’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified party Party promptly notifying the indemnifying party Party in writing within a reasonable period of time of any and all claims for which the indemnified party Party is entitled to indemnification, giving the indemnifying party Party sole control of the defense thereof and any related settlement negotiations, and indemnified party Party cooperating and, at indemnifying partyParty’s request and expense, assisting in such defense. The indemnified party Party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party Party may not settle any such claim without the indemnified partyParty’s prior written consent. [***] 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.
Appears in 1 contract
Samples: Api Development Agreement