Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. 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. The provisions of this Section 11 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Appears in 3 contracts

Samples: Governing Services Agreement, Governing Services Agreement, Governing Services Agreement

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Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. 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. The provisions of this Section 11 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.. 12

Appears in 2 contracts

Samples: Governing Services Agreement, Governing Services Agreement

Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. 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. The provisions of this Section 11 9 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Appears in 1 contract

Samples: Master Services Agreement

Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (ai) 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 (bii) the indemnified party may join in the defense with its own counsel at its own expense. The provisions of this Section 11 9 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rightsIntellectual Property Rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Appears in 1 contract

Samples: Master Services Agreement

Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. 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. The provisions of this Section 11 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement these Terms of Use will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Appears in 1 contract

Samples: End User Terms of Use

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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. 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. The provisions of this Section 11 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Appears in 1 contract

Samples: Governing Services Agreement

Indemnity Procedures. A party seeking indemnification indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified indemnified party to admit liability, perform any act or to pay any money will require that indemnified indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified indemnified party may join in the defense with its own counsel at its own expense. The provisions of this Section 11 state each party’s entire liability and constitute the other party’s sole and exclusive financial financial remedy for any indemnification indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Appears in 1 contract

Samples: Governing Services Agreement

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