Common use of Indemnification Conditions Clause in Contracts

Indemnification Conditions. Whether Bazaarvoice or Client, the indemnitor will pay costs and damages finally awarded against the indemnitee, or agreed in settlement by the indemnitor directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on the condition that: (i) notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed within five (5) days of the indemnitee receiving notice of such claim (failure to meet this condition does not exempt the indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim); (ii) indemnitor retains complete control of the defense and settlement, provided that no settlement may be made without the consent of the indemnitee, such consent not to be unreasonably withheld or delayed; and (iii) indemnitee reasonably cooperates in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend a covered claim.

Indemnification Conditions. Whether Bazaarvoice or Client, the indemnitor will pay costs and damages finally awarded against the indemnitee, or agreed The indemnification obligations contained in settlement by the indemnitor directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on the condition thatthis Agreement are conditioned upon: (ia) notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed within five (5) days of the indemnitee receiving notice of such claim (failure to meet this condition does not exempt the indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s 's ability to defend the claim); (iib) indemnitor retains complete control of the defense and settlementsettlement by the indemnitor, provided that no settlement may be made without the consent of the indemnitee, such consent not to be unreasonably withheld or delayed; and (iiic) reasonable cooperation by the indemnitee reasonably cooperates in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend a covered claimdefend.

Indemnification Conditions. Whether Bazaarvoice or Client, the The indemnitor will pay costs and damages finally awarded against the indemnitee, or agreed in settlement by the indemnitor directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on the condition that: (ia) notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed within five (5) days of the indemnitee receiving notice of such claim (failure to meet this condition does not exempt the indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim); (iib) indemnitor retains complete control of the defense and settlement, provided that no settlement may be made without the consent of the indemnitee, such consent not to be unreasonably withheld or delayed; and (iiic) indemnitee reasonably cooperates in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend a covered claimdefend.