Common use of Indemnification Procedures; Third Party Claims Clause in Contracts

Indemnification Procedures; Third Party Claims. (a) Licensee will be entitled to (i) participate in and/or assume the defense of any Indemnified Claim that is a Third Party Claim, with counsel reasonably satisfactory to the Indemnitee, and (ii) settle or compromise such Indemnified Claim, in its sole discretion and without the consent of any Indemnitee, provided that such settlement or judgment does not involve any injunctive relief or finding or admission of any violation of Law or admission of any wrongdoing by the Indemnitee and Licensee shall (A) pay or cause to be paid all amounts in such settlement or judgment, (B) not encumber any of the assets of any Indemnitee or agree to any restriction or condition that would apply to or adversely affect any Indemnitee or the conduct of any Indemnitee’s business, and (C) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of any Indemnitee potentially affected by such Indemnified Claim.