Indemnity Obligations. An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.
Appears in 14 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Indemnity Obligations. An Indemnified Party seeking indemnification under this Agreement must notify Customer the indemnifying party promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer the indemnifying party from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customerthe indemnifying party. Customer The indemnifying party may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customerthe indemnifying party’s expense, defend itself until Customerthe indemnifying party’s counsel has initiated a defense of the Indemnified Party. Even after Customer the indemnifying party assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer The indemnifying party may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. CustomerThe indemnifying party’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer the indemnifying party hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer the indemnifying party under this Agreement.
Appears in 6 contracts
Samples: Master Services Agreement, Subscriber Agreement, Service Agreement
Indemnity Obligations. An Indemnified Party seeking indemnification under this Agreement must notify Customer Subscriber promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer Subscriber from its indemnification obligations, except to the extent that the failure to notify materially prejudices CustomerSubscriber. Customer Subscriber may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at CustomerSubscriber’s expense, defend itself until CustomerSubscriber’s counsel has initiated a defense of the Indemnified Party. Even after Customer Subscriber assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer Subscriber may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. CustomerSubscriber’s indemnification obligations are not the sole remedy for CustomerSubscriber’s breach of this Agreement and are in addition to any other remedies available. CustomerSubscriber’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer Subscriber hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer Subscriber under this Agreement.
Appears in 5 contracts
Samples: Subscriber Agreement, Subscriber Agreement, Subscriber Agreement
Indemnity Obligations. An Indemnified Party seeking indemnification under this Agreement must notify Customer the indemnifying party promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer the indemnifying party from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customerthe indemnifying party. Customer The indemnifying party may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customerthe indemnifying party’s expense, defend itself until Customerthe indemnifying party’s counsel has initiated a defense of the Indemnified Party. Even after Customer the indemnifying party assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer The indemnifying party may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s The indemnifying party indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer the indemnifying party under this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Indemnity Obligations. An Indemnified Party seeking indemnification under this Service Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense defence of any proceeding requiring indemnification unless assuming the defense defence would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense defence of the Indemnified Party. Even after Customer assumes the defensedefence, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Service Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Service Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Service Agreement.
Appears in 1 contract
Samples: Service Agreement