Common use of Conditions to Indemnity Clause in Contracts

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 reasonable 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. 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 reasonable 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 partyParty, 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 partyParty, the indemnified party 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 Party may have at law or in equity.

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 reasonable 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 that provided further that the indemnified Party is not obligated to notify notifying the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party onlyParty. 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. Each Party’s '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 reasonable '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 '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 partyParty, 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 partyParty, the indemnified party 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 Party may have at law or in equity.

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 demanddemand and not making any admission or otherwise adversely affecting the indemnifying party's interest, (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable 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 consentconsent (such consent shall not be unreasonably withheld or unduly provided), unless avoiding such settlement prejudices the position of the indemnifying party and/or its insurers or 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 effect 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. Each Party’s 's agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Party: (ia) providing written notice to the indemnifying Indemnifying Party of any claimclaims, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying Indemnifying Party, at the indemnifying lndemnifying Party’s 's reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Indemnifying Party not compromising or settling such claim or demand without the indemnified Indemnified Party’s 's prior written consentconsent , unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Indemnified Party a complete release from all liability in respect of such claim or litigation; provided that· provided, however that , if the Party entitled to indemnification fails to promptly notify the indemnifying Indemnifying Party pursuant to the foregoing clause (ia), the indemnifying 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 Indemnified Xxxxx is not obligated to notify the indemnifying Indemnifying Party of claims, demands and/or actions made directly against the indemnifying Indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified partyIndemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified party, Indemnified Party the indemnified party 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 Indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Person: (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 Indemnified Person 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, ; and (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the . The indemnifying Party shall not compromising compromise or settling settle 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 . If the Party entitled to indemnification fails to promptly notify the indemnifying Party without undue delay pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is materially 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 STRICTLY CONFIDENTIAL indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified partyParty, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified partyParty, the indemnified party 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. 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 reasonable expense, in STRICTLY CONFIDENTIAL 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 which shall not be unreasonably withheld, conditioned or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigationdelayed; 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 onlyfailure. 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. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Person: (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 Indemnified Person 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, ; and (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the . The indemnifying Party shall not compromising compromise or settling settle such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving STRICTLY CONFIDENTIAL 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 . If the Party entitled to indemnification fails to promptly notify the indemnifying Party without undue delay pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is materially 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 partyParty, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified partyParty, the indemnified party 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. Each Party’s agreement (a) The obligation to indemnify and hold the other harmless contained in this Article 7 or elsewhere in this Lease is conditioned upon the party claiming the right to be indemnified Party (the “lndemnitee”), (i) providing written notice first notifying the other (the “Indemnitor”) of any claim for which indemnity is sought (a “Claim”) in accordance with Section 7.8(c) below, provided that a reasonable delay in such notification shall release the Indemnitor only to the indemnifying Party extent of any claim, demand or action arising out of actual prejudice resulting from the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, delay; (ii) permitting fully tendering to the indemnifying Party Indemnitor the defense of such Claim for handling by counsel selected by Indemnitor and reasonably acceptable to assume full responsibility to investigate, prepare for Indemnitee; and defend against any such claim or demand, (iii) assisting otherwise fully complying with all of the indemnifying Partyterms set forth in this Section 7.8. With respect to the indemnity obligations undertaken by Landlord and Tenant in this Lease, the Indemnitor shall at its cost defend or cause to be defended any Claim against the indemnifying Party’s reasonable expenseIndemnitee alleging such acts or omissions and seeking damages which are payable under this Lease, even if any of the allegations of such Claim are groundless, false or fraudulent; but the Indemnitor may make or cause to be made such investigation and such settlement of any Claim as the Indemnitor or its insurers shall deem expedient. Unless the Indemnitor shall decline to so defend, the Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation or incur any expense in connection with any Claim for which indemnity may be sought hereunder. The Indemnitee shall cooperate with the Indemnitor or its insurer and, upon the request of the Indemnitor, assist in making settlements in the investigation ofconduct of suits, preparation and in enforcing any right of and defense contribution or indemnity against any person or organization (other than an employee of any such claim or demand; and (ivthe Indemnitee) 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 who may be liable to the foregoing clause (i), the indemnifying Party shall only be relieved Indemnitee because of its indemnification obligation acts or omissions with respect to the extent it which indemnity 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 afforded under this Agreement Lease. The Indemnitee shall attend hearings and control trials and assist in securing and giving evidence and obtaining the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver attendance of any indemnification rights such indemnified party may have at law or in equitywitnesses.

Conditions to Indemnity. Each Party’s '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 reasonable 's expense, in the investigation of, preparation of and defense defence of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s '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 partyParty, 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 partyParty, the indemnified party Party may waive its rights to indemnity under this Agreement and control the defense defence or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified party Party may have at law or in equity.

Conditions to Indemnity. Each Party’s 's agreement to indemnify and hold the other harmless pursuant to Section 14.1 is conditioned upon the indemnified Party Indemnified Party: (ia) providing written notice to the indemnifying Indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying Indemnifying Party, at the indemnifying Indemnifying Party’s 's reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Indemnifying Party not compromising or settling such claim or demand without the indemnified Indemnified Party’s 's prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Indemnified Party a complete release from all liability in respect of such claim or litigation; provided provided, however, that, if the Party entitled to indemnification fails to promptly notify the indemnifying Indemnifying Party pursuant to the foregoing clause (ia), the indemnifying 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 Indemnified Party is not obligated to notify the indemnifying Indemnifying Party of claims, demands and/or actions made directly against the indemnifying Indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified partyIndemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified partyIndemnified Party, the indemnified party 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 Indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Person: (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty seven (307) days after the indemnified Party Indemnified Person 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, ; and (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the . The indemnifying Party shall not compromising compromise or settling settle 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 . If the Party entitled to indemnification fails to promptly notify the indemnifying Party without undue delay pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is materially 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 partyParty, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified partyParty, the indemnified party 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. Each Party’s Influencers’ agreement to indemnify and hold the other a Further Indemnified Party harmless pursuant to Section 14.3 is conditioned upon the indemnified Party Further Indemnified Party: (ia) providing written notice to the indemnifying Party Influencers of any claim, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Further Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Party Influencers to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying PartyInfluencers, at the indemnifying Party’s Influencers’ reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Party Influencers not compromising or settling such claim or demand without the indemnified Further Indemnified Party’s 's prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Further Indemnified Party a complete release from all liability in respect of such claim or litigation; provided provided, however, that, if the Further Indemnified Party entitled to indemnification fails to promptly notify the indemnifying Party Influencers pursuant to the foregoing clause (ia), the indemnifying Party Influencers shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Further Indemnified Party is not obligated to notify the indemnifying Party Influencers of claims, demands and/or actions made directly against the indemnifying Party Influencers only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified partyFurther Indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified partyFurther Indemnified Party, the indemnified party Further 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 Further Indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Party: (ia) providing written notice to the indemnifying Indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying Indemnifying Party, at the indemnifying Indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Indemnifying Party not compromising or settling such claim or demand without the indemnified 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 Indemnified Party a complete release from all liability in respect of such claim or litigation; provided provided, however, that, if the Party entitled to indemnification fails to promptly notify the indemnifying Indemnifying Party pursuant to the foregoing clause (ia), the indemnifying 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 Indemnified Party is not obligated to notify the indemnifying Indemnifying Party of claims, demands and/or actions made directly against the indemnifying Indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified partyIndemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified partyIndemnified Party, the indemnified party 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 Indemnified Party may have at law or in equity.