Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party may have at law or in equity.
Conditions to Indemnity. ASA’s obligations under Section 11.1 are contingent upon (1) PALMSOURCE giving prompt written notice to ASA of any such claim, action or demand, (2) PALMSOURCE allowing ASA to control the defense and related settlement negotiations; provided that in no event shall ASA incur any financial obligations on behalf of PALMSOURCE without. PALMSOURCE’s prior written consent, and (3) PALMSOURCE reasonably assisting in the defense at ASA’s expense.
Conditions to Indemnity. Reseller's obligations under this Section are contingent upon:
Conditions to Indemnity. The indemnity in clause 9.1 shall be subject to the relevant Indemnified Party:
Conditions to Indemnity. IMEC's obligation to indemnify is conditioned on Sunhawk's notifying IMEC promptly of any claim as to which indemnification will be sought and providing IMEC reasonable cooperation in the defense and settlement thereof.
Conditions to Indemnity. Sunhawk's obligation to indemnify is conditioned on IMEC's notifying Sunhawk promptly of any claim as to which indemnification will be sought and providing Sunhawk reasonable cooperation in the defense and settlement thereof.
Conditions to Indemnity. Each of Isis’ and Archemix’s agreement to indemnify, defend and hold the Archemix Parties or the Isis Parties respectively (each, an “Indemnitee”) harmless is conditioned in each case upon the Indemnitee (i) providing written notice to the indemnifying Party (the “Indemnitor”) of any claim, demand or action arising out of the indemnified activities within [***] days after the Indemnitee has knowledge of such claim, demand or action, (ii) permitting the Indemnitor to assume full responsibility for and control over the investigation, preparation and defense of any such claim or demand, (iii) assisting the Indemnitor, at the Indemnitor’s reasonable expense, in the investigation, preparation and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the Indemnitor’s prior written consent; provided that, if the Indemnitee entitled to indemnification fails to promptly notify the Indemnitor pursuant to the foregoing clause (i), the Indemnitor will only be relieved of its indemnification obligation to the extent prejudiced by such failure.
Conditions to Indemnity. The indemnities set forth in Sections 15.1 and 15.2 above all shall not apply to any design, process or product of a particular manufacturer or manufacturers, which is specified by Owner. These indemnities are valid only if (a) Owner gives notice of any claim or lawsuit for which it claims indemnity within time sufficient for Xxxxxx Mechanical to contest such claim, (b) Owner cooperates fully and promptly with Xxxxxx Mechanical in the defense thereof at Owner’s expense for all items related to such defense for time of witnesses who are employees of Owner, costs related to travel, production of documents, fees for any counsel it elects to assist it in addition to counsel appointed by Xxxxxx Mechanical for defense of the claim, and (c) Xxxxxx Mechanical has full authority in defense of such lawsuit or claim and to settle such claim, provided that, it pays to Owner the cost, if any, of any change in operations resulting from such settlement. In no case shall Xxxxxx Mechanical be liable under Sections 15.1 or 15.2 for any amount, including costs and attorney’s fees, in excess of the limit set forth at Section 16 below.
Conditions to Indemnity. Each party’s obligation to indemnify the other shall be contingent on the Party seeking indemnification (the “Indmnitee”) promptly notifying the other party (the “Indemnitor”) in writing of the claim, allowing the Indemnitor to claim control, and cooperating with indemnitor in, the defense of the Claim and any related settlement negotiations, and in no event, agreeing to, or authorizing settlement of, any such Claim without Indemnitor’s prior written agreement.
Conditions to Indemnity. Company's obligations under this Section are contingent upon Reseller
