Common use of Indemnity Conditions Clause in Contracts

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.