Common use of Conditions Clause in Contracts

Conditions. Clause 14, letter a) will apply only to the extent that: (i) the indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If any breach of this ▇▇▇▇▇▇ prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Clause 14, letter a) (as applicable) will be reduced in proportion to the prejudice. (ii) the indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: a. the indemnified party may appoint its own non-controlling counsel, at its own expense; and b. (any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Conditions. Clause 14, letter a) will apply only to the extent that: (i) the indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If any breach of this ▇▇▇▇▇▇ prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Clause 14, letter a) (as applicable) will be reduced in proportion to the prejudice. . (ii) the indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: a. the indemnified party may appoint its own non-controlling counsel, at its own expense; and and b. (any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.