Requirements for Indemnification. In order to be indemnified for product liability claims, the Coach must notify the Company of the claim in writing within ten (10) days of receipt of notice of the claim. The Company has no obligation to indemnify the Coach if he/she has: (a) violated the Agreement; (b) made claims or given instructions about the products which are not included in the Company’s current approved literature, warnings, or product labels; or (c) settled or attempted to settle a claim without the Company’s written approval. In addition, indemnification is conditioned upon the Coach allowing the Company to assume the sole defense of the claim.
Requirements for Indemnification. In order to be indemnified, you must notify the Company of the claim in writing within 10 days of your receiving notice of the claim. The Company has no obligation to indemnify you if you have (a) violated the Contract; (b) repackaged, altered or misused the Product, or made claims or given instructions about the Product’s safety, uses or benefits which are not included in the Company’s current approved literature, warnings, or Product labels; or (c) settled or attempted to settle a claim without the Company’s written approval. In addition, indemnification is conditioned upon you allowing the Company to assume the sole defense of the claim.
Requirements for Indemnification. Each Party’s respective defense and indemnity obligations under Sections 13.1 and 13.2 are contingent upon the other Party: (a) promptly giving notice of the Claim to the defending/indemnifying Party once the Claim is known; (b) giving the defending/indemnifying Party sole control of the defense and settlement of the Claim and not compromising or settling the Claim without the defending/indemnifying Party’s approval provided that the defending/indemnifying Party must not settle such claim unless the settlement is agreed to by the other Party; and (c) making a reasonable effort to provide appropriate information and cooperation to the defending/indemnifying Party in connection with the Claim. EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT AND SUBJECT TO SECTION 14, THE FOREGOING ARE THE DEFENDING/INDEMNIFYING PARTY’S SOLE OBLIGATIONS, AND THE OTHER PARTY’S EXCLUSIVE REMEDIES, IN CONNECTION WITH THIS AGREEMENT WITH RESPECT TO INDEMNIFICATION AND THE MATTERS ADDRESSED IN THIS SECTION 13.
Requirements for Indemnification. The obligations, processes and procedures in Section 10.c of the Agreement apply to the conduct and resolution of any claims, proceedings, or suits described in Section 11.a of this Addendum.
Requirements for Indemnification. The obligations in Sections 6.1 and 6.2 are applicable only if the indemnified party: (a) provides the indemnifying party with notice of any Third-Party Claim or Infringement Claim, as applicable, within a reasonable period after learning of the claim (provided that any delay in providing the notice will relieve the indemnifying party of its indemnification obligations only to the extent that the delay prejudices the indemnifying party); (b) allows the indemnifying party sole control over the defense of the claim; and (c) reasonably cooperates in response to the indemnifying party’s requests for assistance with regard to the claim. The indemnifying party will not, without the indemnified party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed, enter into any settlement of any claim that obligates the indemnified party to admit any liability, to pay any unreimbursed amounts to the claimant or, with respect to a Third-Party Claim, that would affect any Service Offering or our business practices or policies.
Requirements for Indemnification. Unless otherwise provided by the Law, the indemnification provided for in this Agreement shall be paid by the Company if the Reviewing Party determines that the Indemnitee (i) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and (ii) with respect to any Proceeding which is a criminal action, that he or she had no reasonable cause to believe his or her conduct was unlawful; provided, however, that with respect to any Proceeding pursuant to a Derivative Suit, no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the Company.
Requirements for Indemnification. It shall be a requirement that any party seeking indemnification (“Indemnitee”) from the other (“Indemnitor”) pursuant to this Article 7 must: (i) promptly inform the Indemnitor in writing of the details of such claim; (ii) reasonably cooperate with Indemnitor with respect to defense and/or settlement of such claim; (iii) relinquish control of defense and/or settlement of such claim to Indemnitor; and (iv) not engage in any negotiations to or enter into any settlement of such claim without the consent of Indemnitor.
Requirements for Indemnification. In order for the indemnification obligations hereunder to apply, the party seeking indemnification must: (1) promptly tender a claim for indemnification, (2) allow the indemnifying party sole control of the defense or settlement of the underlying claim, and (3) reasonably assist with any defense or settlement of the underlying claim at the indemnifying party’s request and expense.
Requirements for Indemnification. Each Party’s respective defense and indemnity obligations under Clauses 13.1 and 13.2 are contingent upon the indemnified Party: (a) promptly giving notice of the third-party claim to the defending/indemnifying Party once the claim is known; (b) except where explicitly prohibited by the law, giving the defending/indemnifying Party exclusive and sole control of the defense and settlement of the claim and not compromising or settling the claim without the defending/indemnifying Party’s approval (though the defending/indemnifying Party must not settle such claim unless the settlement unconditionally releases the other Party of all liability and does not adversely affect the other Party’s business or service in a material manner); and (c) providing appropriate information and reasonable cooperation to the defending/indemnifying Party in connection with the claim. The foregoing are the defending/indemnifying Party’s sole obligations, and the indemnified Party’s exclusive remedies with respect to indemnification and the matters addressed in this Clause 13.
Requirements for Indemnification. Any party seeking indemnification under this Agreement will (i) promptly notify the indemnifying party in writing regarding any facts that may give rise to a claim for indemnification under this Agreement (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such delay); (ii) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (at the indemnifying party’s expense, to the extent of any out-of- pocket expenses); and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party’s approval of any such settlement, which approval will not be unreasonably withheld or delayed.
