Common use of Indemnity Procedure Clause in Contracts

Indemnity Procedure. Each Party's indemnification obligations set forth in this Section are conditioned upon the indemnifying Party providing the indemnified Party with information and assistance for the defense of such Claim including any settlement; the indemnifying Party being notified promptly in writing of the Claim (provided that failure to provide such prompt notice will not relieve the indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure); and the indemnifying Party having sole control of the defense of such Claim and all negotiations for its settlement or compromise (provided, however, that the indemnifying Party must obtain the prior written consent of the indemnified Party before settling a Claim against the indemnified Party to the extent that said settlement fails to fully release the indemnified Party from liability for the Claim or includes an admission of guilt by the indemnified Party).