Indemnity Process. The party seeking indemnification under this Section 11 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide such prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend such claim is materially prejudiced by such failure), (b) give the Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the indemnitee regarding the defense or settlement of the claim.
Appears in 5 contracts
Samples: Saas Agreement, Saas Agreement, Saas Agreement
Indemnity Process. The party seeking indemnification under this Section 11 9 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide such prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend such claim is materially prejudiced by such failure), (b) give the Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the indemnitee regarding the defense or settlement of the claim.
Appears in 2 contracts
Samples: Software as a Service Agreement, Software as a Service Agreement
Indemnity Process. The party seeking indemnification under this Section 11 10 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide such prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend such claim is materially prejudiced by such failure), (b) give the Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the indemnitee regarding the defense or settlement of the claim.
Appears in 1 contract
Samples: Saas Agreement
Indemnity Process. The party seeking indemnification under this Section 11 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide such prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend such the claim is materially prejudiced by such the failure), (b) give the Indemnitor sole control of the defense defence and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense defence and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the indemnitee regarding the defense defence or settlement of the claim.
Appears in 1 contract
Samples: Saas Agreement