Indemnification Requirements. The indemnification obligations of each party (the “Indemnifying Party”) are contingent upon the other party (the “Indemnified Party”) providing the Indemnifying Party with: (i) prompt written notice of any Claim for which indemnification may be sought under this Agreement; (ii) control over the defense and settlement of any such Claim with counsel of the Indemnifying Party’s choice; and (iii) proper and full information and assistance, at the Indemnifying Party’s expense and request, to settle or defend any such Claim. Each Indemnified Party will be entitled to participate in, through its own counsel at its own cost and expense, but not to determine or conduct, any defense or settlement of a Claim.
Indemnification Requirements amend the Credit Agreement in respect of any indemnity granted by the Company to conform to recent Liberty precedent including, amongst others, amending Clause 11.3 (Tax Indemnity) such that the indemnity is paid within 10 Business Days and the loss is calculated on a reasonable basis, Clause 11.6 (Stamp Taxes) such that the indemnity is paid within 10 Business Days, Clause 24.2(b) (Other Indemnities) such that the indemnity only extends to loss incurred where the Facility Agent has acted reasonably.
Indemnification Requirements. The following are conditions to any claim for indemnification under this Section 7. The indemnified party must promptly provide the indemnifying party with notice of any claim that the indemnified party believes is within the scope of the obligation to indemnify, provided, that the failure to provide such notice shall not relieve the indemnifying party of its obligations under this Section 7, except to the extent that such failure materially prejudices the indemnifying party’s defense of such claim. The indemnified party may, at its own expense, assist in the defense if it so chooses, but the indemnifying party shall control the defense and all negotiations related to the settlement of any such claim. Any such settlement intended to bind either party shall not be final without the other party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, End User’s consent shall not be required when AppDynamics is the indemnifying party if the settlement involves only the payment of money by AppDynamics.
Indemnification Requirements. In connection with any claim for indemnification under this Section 7, the indemnified party must promptly provide the indemnifying party with notice of any claim that the indemnified party believes is within the scope of the obligation to indemnify, provided, however, that the failure to provide such notice shall not relieve the indemnifying party of its obligations under this Section 7, except to the extent that such failure materially prejudices the indemnifying party’s defense of such claim. The indemnified party may, at its own expense, assist in the defense if it so chooses, but the indemnifying party shall control the defense and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Indemnification Requirements. The indemnification obligations of each party (the “Indemnifying Party”) are contingent upon the other party (the “Indemnified Party”) providing the Indemnifying Party with: (i) prompt written notice of any Claim for which indemnification may be sought under this Agreement; (ii) control over the defense and settlement of any such Claim with counsel of the Indemnifying Party’s choice; and (iii) proper and full information and assistance, at the Indemnifying Party’s expense and request, to settle or defend any such Claim. Indemnified Party will be entitled to participate in, through its own counsel at its own cost and expense, but not to determine or conduct, any defense or settlement of a Claim. Indemnifying Party is not permitted to enter into any settlement with respect to a Claim other than one for purely money paid by Indemnifying Party with a full release of liability with respect to Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld.
Indemnification Requirements. The indemnification obligations under this Section 9 are conditioned on: (a) the Party against whom a third-party claim is brought timely notifying the other Party in writing of any such claim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 9 except to the extent such failure or delay prejudices the defense;
Indemnification Requirements. A. 1. To the fullest extent permitted by law, the Master Agent shall indemnify, defend, protect, and hold harmless CBS, its agents and employees, their respective partners, officers, directors, shareholders, representatives, agents, employees , and anyone else acting for or on behalf of any or them (herein individually called "Indemnitee" and collectively called "Indemnitee") from and against all liabilities, damages, losses, claims, demands, lawsuits, proceedings, arbitrations, and actions of any nature whatsoever ("Claims") which arise out of or are connected with, or are claimed to arise out of or be connected with:
Indemnification Requirements. The indemnification obligations under this Section 9 are conditioned on: (a) the Party against whom a third-party claim is brought timely notifying the other Party in writing of any such claim, provided however that a Party's failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 9 except to the extent such failure or delay prejudices the defense; (b) the Party who is obligated to defend a claim having the right to fully control the defense of such claim; (c) the Party against whom a third-party claim is brought reasonably cooperating in the defense of such claim; and (d) Customer complying with CGC's direction to cease any use of the Products which in CGC's reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the claim is brought, provided however that CGC may settle any claim on a basis requiring CGC to substitute for the Products any alternative substantially equivalent non-infringing products. CGC shall not be responsible for any settlement made without its consent. The Party against whom a third-party claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend claims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party's rights.
Indemnification Requirements. To the extent provided by law, BFP agrees to indemnify and hold harmless the School District for all claims, suits, judgments, or damages, including court costs and attorney’s fees, arising out of the negligent or intentional acts or omissions of BFP and its agents, subcontractors, and employees, in the course of the operation of this contract. Further, BFP agrees to defend the School District upon receiving timely written notification from the School District, against all claims, suits, judgment, or damages, including court costs and attorney’s fees, arising out of the negligent or intentional acts or omissions of BFP and its agents, subcontractors, and employees, in the course of the operation of this contract. In no event shall the School District be liable for or have any obligation to defend against such claims, suits, judgments, or damages, including court cost and attorney’s fees, arising out of the sole negligent or intentional acts of BFP.
Indemnification Requirements. The indemnification obligations under this Section 16 are conditioned on: (a) the Party against whom a third-party claim is brought timely notifying the other Party in writing of any such claim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 16 except to the extent such failure or delay prejudices the defence; (b) the Party who is obligated to defend a claim having the right to fully control the defence of such claim; (c) the Party against whom a third-party claim is brought reasonably cooperating in the defence of such claim; and (d) Customer complying with TELVENT’s direction to cease any use of the Products which in TELVENT’s reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the claim is brought, provided however that TELVENT may settle any claim on a basis requiring TELVENT to substitute for the Products any alternative substantially equivalent non-infringing Products. TELVENT shall not be responsible for any settlement made without its consent. The Party against whom a third-party claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend claims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights. 16.4. 赔偿要求。本第 16 节规定的赔偿义务的前提条件是：（A）第三方索赔所针对的当事一方及时以书面形式通知另一方任何此类索赔，若一方未能提供或延迟提供此类通知，亦不得免除该方根据第 16节约定应承担的义务，但因该等未能通知或迟延通知行为导致抗辩受到影响的部分除外；（B）有义务为索赔进行抗辩的一方有权完全控制针对该索赔的抗辩；（C）第三方索赔所针对的当事一方合理配合索赔抗辩；并且（D）客户遵守 TELVENT 的指示停止使用 TELVENT 合理认为可能构成侵权或不当使用的任何产品。任何索赔的任何和解均不应当为第三方索赔所针对的当事一方设定财务或特定履约义务，或令该方承认负有责任，但 TELVENT 可以以要求 TELVENT 提供与产品实质相同的非侵权替代产品的方式对索赔进行和解。TELVENT 不对任何未经 TELVENT 同意的和解承担任何责任。第三方索赔所针对的当事一方可以自担费用聘请令负责进行抗辩的一方合理接受的顾问出庭。任何一方均不得采取任何有损于另一方权利的行动来回应任何侵权或不当使用，或涉嫌侵权或不当使用。 17. TERM AND TERMINATION. 17. 期限及解除。
