Relief from Obligations. An indemnifying party’s obligations arising under this Section 9 are expressly conditioned upon the indemnified party: (a) promptly gives the indemnifying party written notice of the Third-Party Claim; (b) providing the indemnifying party sole control of the defense and settlement of the Third-Party Claim (provided that indemnifying party may not settle any Third-Party Claim unless the settlement unconditionally releases the indemnified party of all liability); and (c) provides to indemnifying party all reasonable assistance, at indemnifying party’s expense. Further, an indemnifying party shall be relieved of its responsibilities under this Section 9 for any Third-Party Claims arising solely from the actions or omissions of indemnified party, its officers, employees or agents.
Appears in 4 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
