Indemnity Procedures. A party seeking indemnification under this Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense.
Appears in 6 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Indemnity Procedures. A party seeking indemnification under this Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s 's prior written consent (such consent not to be unreasonably withheld or delayed) ); and (b) the indemnified party may join in the defense with its own counsel at its own expense. THE INDEMNITIES IN THIS AGREEMENT ARE A PARTY'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR VIOLATIONS BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
Appears in 3 contracts
Samples: Software Service Agreement, Software Service Agreement, Software Service Agreement
Indemnity Procedures. A party seeking indemnification under this Agreement will shall promptly notify the other party of the claim Claim and reasonably cooperate with the other party (to the extent applicable) in defending the claimClaim. If permitted by applicable law, the indemnifying party will shall have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will shall require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) ); and (b) the indemnified party may join in the defense with its own counsel at its own expense.
Appears in 1 contract
Indemnity Procedures. A party seeking indemnification under this Agreement will promptly notify the other party of the claim Claim and reasonably cooperate with the other party (to the extent applicable) in defending the claimClaim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense.
Appears in 1 contract
Samples: Master Services Agreement