Indemnity Procedure. The indemnification obligations in this Section shall be subject to the indemnified party: (i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.
Appears in 7 contracts
Samples: End User Subscription Agreement, End User Subscription Agreement, End User Subscription Agreement
Indemnity Procedure. The foregoing indemnification obligations in this Section shall be subject to are dependent upon the indemnified party: Party seeking indemnification (“Indemnitee”) providing the indemnifying party (“Indemnitor”) with (i) promptly notifying the indemnifying party in writing upon receiving prompt written notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.indemnifiable claim;
Appears in 4 contracts
Samples: End User License Agreement, End User License Agreement, End User License Agreement
Indemnity Procedure. The indemnification indemnifying party’s obligations in under this Section shall be subject to the indemnified party8 are contingent upon: (i) promptly notifying the indemnified party providing the indemnifying party in writing upon receiving with prompt written notice of any threat or claim of such actionclaim; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by cooperation to the indemnifying party, at the indemnifying party’s expense., in the defense and settlement of such claim; and
Appears in 2 contracts
Samples: Terms of Service, Terms of Service
Indemnity Procedure. The indemnification obligations in this Section shall be subject to the indemnified party: :
(i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.
Appears in 1 contract
Samples: End User Subscription Agreement
Indemnity Procedure. The indemnification obligations indemnities set forth in this Section shall be subject to Agreement are conditioned on the indemnified partyfollowing: (i) the party claiming indemnification (the “Indemnitee”) shall promptly notifying notify the indemnifying party in writing upon receiving notice (the “Indemnitor”) of any threat or claim matters in respect of such action; (ii) giving which it seeks to be indemnified, and shall give the indemnifying party exclusive Indemnitor full cooperation and opportunity to control the response thereto and authority over the defense and/or thereof, including without limitation any settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.thereof;
Appears in 1 contract
Indemnity Procedure. The Each party’s indemnification obligations in obligation under this Section shall be subject to Agreement is conditioned upon the indemnified party seeking indemnification providing the indemnifying party: (i) promptly notifying the indemnifying party in writing upon receiving prompt written notice of any threat or claim of such actionthe claim; (ii) giving the indemnifying party exclusive opportunity to assume sole control and authority over of the defense and/or and any settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability)claim; and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s request and expense, reasonable assistance and information in connection therewith. Furthermore, each party shall maintain customary amounts of insurance against losses and damages to persons or property caused in performance of services.
Appears in 1 contract
Samples: Joor Membership Agreement
Indemnity Procedure. The indemnification Notwithstanding the foregoing, the indemnifying party’s obligations in this Section shall be subject to are conditional upon the indemnified party: party and its Indemnified Representatives (iif applicable): (a) promptly notifying the indemnifying party in writing upon receiving notice of any threat such Claim or claim of such actionProceeding; (iib) giving cooperating with the indemnifying party exclusive control and authority over in the defense and/or or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability)thereof; and (iiic) providing reasonable assistance requested by allowing the indemnifying party, at party sole control of the indemnifying party’s expensedefense or settlement.
Appears in 1 contract
Samples: Reseller Agreement