Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense.
Indemnity Requirements. The indemnifying party’s obligations in this Section 17 are conditioned on the indemnified party (a) giving the indemnifying party prompt notice of any Covered Claim; (b) providing reasonable assistance and information to the indemnifying party, at the indemnifying party’s expense, for the defense of the Covered Claim; and (c) allowing the indemnifying party to control the defense of any Covered Claim, except that the indemnified party may engage counsel of its choice at its own expense and the indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in any Covered Claim, or settlement thereof, without the indemnified party’s prior written consent, which will not to be unreasonably withheld or delayed.
Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the Claim, provided that the Indemnitee may participate in the defense of the Claim at its sole expense and any settlement by the Indemnitor does not include an admission of liability by the Indemnitee.
Indemnity Requirements. In connection with any claim for indemnity under this clause 8, the indemnified party must promptly provide the indemnifying party with notice of any claim that the indemnified party believes is within the scope of the obligation to indemnify, provided, however, that the failure to provide such notice shall not relieve the indemnifying party of its obligations under this clause 8, except to the extent that such failure materially prejudices the indemnifying party’s defence of such claim. The indemnified party may, at its own expense, assist in the defence if it so chooses, but the indemnifying party shall control the defence and all negotiations related to the settlement of any such claim. Any such settlement intended to bind either party shall not be final without the other party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that End User’s consent shall not be required when AppDynamics is the indemnifying party if the settlement involves only the payment of money by AppDynamics.
Indemnity Requirements. For the purpose of applying the requirements contained in this Section 5.2, the term “City” means and includes both the City of San Diego and the Successor Agency.
Indemnity Requirements. The SERVICE PROVIDER shall defend, hold harmless, and indemnify MGSA, its consultants, agents, and Board Members, its Member Agencies, and their employees in any actions and from all damages arising out of the acts or failure to act of SERVICE PROVIDER, or its authorized representatives, in the performance of any act or its obligations under the terms of this AGREEMENT. SERVICE PROVIDER shall not be liable for damages which was caused by the sole negligence, or willful misconduct of MGSA or its MEMBERS.
Indemnity Requirements. The Contractor shall, to the fullest extent permitted by law, indemnify and defend the Owner, the Architect, and the Owner's Representative, their officers, agents, and employees, and save them harmless from and against any and all claims, damages, losses, liabilities, suits, judgments, actions, and all expenses (including attorneys' fees and disbursements) arising out of any negligent or wrongful act, error, or omission or breach of contract or infringement of any patent right by the Contractor or any of its subcontractors or suppliers of any tier in connection with the performance of the Work hereunder; provided that nothing herein shall require the Contractor to indemnify or hold harmless an indemnitee hereunder to the extent such claim is caused by the negligence of such indemnitee. The foregoing indemnity shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any indemnitee hereunder. The foregoing indemnity shall include bodily injury and death of any employee of the Contractor and shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable under any applicable workers' compensation, disability benefits, or other similar employee benefits acts. Contractor further agrees that so much of the monies due under this Contract as may be considered necessary by the Owner may be retained by the Owner until all such suits or claims for damages as aforesaid shall have been settled, unless Contractor presents satisfactory evidence of adequate insurance for same covering the Owner and the other indemnitees as additional insureds.
Indemnity Requirements. (a) The Recipient's obligation to indemnify an Indemnified Person is subject to the Indemnified Person:
i) giving prompt notice to the Recipient after becoming aware of any Claim giving rise to the indemnity; and
ii) not making an admission or prejudicing the indemnifying Party's defence of any Claim or the indemnifying Party's ability to negotiate a satisfactory settlement;
iii) subject to clause 12.4(b), allowing the indemnifying Party an opportunity to comment on, at the indemnifying Party's expense, the conduct of the defence and any negotiations for the settlement of any Claim giving rise to such indemnity; and
iv) taking reasonable steps to mitigate any Loss.
(b) The Recipient acknowledges that the TGA is required to comply with government policy in the conduct of litigation (including, in the case of Health, the Legal Services Directions made under section 55ZF of the Judiciary Xxx 0000 (Cth)). Where the Recipient conducts any litigation in relation to any indemnity under this Agreement, the Recipient must comply with the Legal Services Directions.
Indemnity Requirements. Okta must give the Customer the following: (a) prompt written notice of any Claim for which Okta intends to seek indemnity, (b) all cooperation and assistance reasonably requested by Customer in the defense of the Claim, at the Customer's sole expense, and (c) sole control over the defense and settlement of the Claim, provided that Okta may participate in the defense of the Claim at its sole expense and any settlement by the Customer does not include an admission of liability by Okta.
Indemnity Requirements. The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the City, its officers, directors and employees (collectively, City) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Contractor 's negligent performance of professional services under this Agreement and that of its sub-contractor or anyone for whom the Contractor is legally liable. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Contractor, its officers, directors, employees and sub-contractor (collectively, Contractor) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the City's negligent acts in connection with the Project and the acts of its contractors, subcontractors or Company’s or anyone for whom the City is legally liable. Neither the City nor the Contractor shall be obligated to indemnify the other party in any manner whatsoever for the other party's own negligence.
