Common use of Indemnification Procedures and Survival Clause in Contracts

Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 10, the indemnified party shall: (a) promptly notify the indemnifying party in writing of such Claim; (b) allow the indemnifying party to have sole control of its defense and settlement; and (c) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 10 are expressly conditioned upon the indemnified party’s compliance with this Section 10.3 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 10 but such obligations shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 10 shall survive termination of this Agreement for one (1) year.

Appears in 3 contracts

Samples: Software License Agreement, Software License Agreement, Software License Agreement

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Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 1012, the indemnified party shallwill: (ai) promptly notify the indemnifying party in writing of such Claim; (bii) allow the indemnifying party to have sole control of its defense and settlement; and (ciii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 10 12 are expressly conditioned upon the indemnified party’s compliance with this Section 10.3 12.2 except that failure to notify the indemnifying party of such Claim shall will not relieve that party of its obligations under this Section 10 12 but such obligations shall Claim will be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 10 shall 12 will survive termination of this Agreement for one (1) year.

Appears in 2 contracts

Samples: Important, Important

Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 1012, the indemnified party shallwill: (ai) promptly notify the indemnifying party in writing of such Claim; (bii) allow the indemnifying party to have sole control of its defense and settlement; and (ciii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 10 12 are expressly conditioned upon the indemnified party’s compliance with this Section 10.3 12.4 except that failure to notify the indemnifying party of such Claim shall will not relieve that party of its obligations under this Section 10 12 but such obligations shall Claim will be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 10 shall 12 will survive termination of this Agreement for one (1) year.

Appears in 1 contract

Samples: Capital Business Solutions Terms of Use Agreement

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Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 1011, the indemnified party shall: (ai) promptly notify the indemnifying party in writing of such Claim; (bii) allow the indemnifying party to have sole control of its defense and settlement; and (ciii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 10 11 are expressly conditioned upon the indemnified party’s compliance with this Section 10.3 11.3 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 10 11 but such obligations shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 10 11 shall survive termination of this Agreement for one (1) year.

Appears in 1 contract

Samples: Subscription Services Agreement

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