Indemnity Process Sample Clauses

Indemnity Process. Each Party's indemnification obligations are conditioned on the indemnified Party: (a) promptly giving written notice of the claim to the indemnifying Party; (b) giving the indemnifying Party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying Party all available information and assistance in connection with the claim, at the indemnifying Party's request and expense. The indemnified Party may participate in the defense of the claim, at the indemnified Party's sole expense (not subject to reimbursement). Neither Party may admit liability for or consent to any judgment or concede or settle or compromise any claim unless such admission, concession, settlement, or compromise includes a full and unconditional release of the other Party from all liabilities in respect of such claim.

Indemnity Process. The party seeking indemnification under this Section 11 (“Indemnitee”) must (a) promptly notify the other party (“Indemnitor”) of the claim (provided that any failure to provide such prompt written notice will only relieve the Indemnitor of its obligations to the extent its ability to defend such claim is materially prejudiced by such failure), (b) give the Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor shall not consent to entry of any judgment or admission of any liability of the Indemnitee without the prior written approval of the Indemnitee), and (c) provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at the Indemnitor’s expense. At its own expense, the Indemnitee may retain separate counsel to advise the indemnitee regarding the defense or settlement of the claim.

Indemnity Process. Neither party’s obligations under this Section 9 will apply if: (a) the indemnifying party’s legal department does not receive prompt, detailed written notice of the Infringement Claim/Claim from the party being indemnified, (b) the indemnifying party is not able to retain sole control of the defense of the Infringement Claim/Claim and all negotiations for its settlement or compromise, or (c) the indemnifying party does not receive all reasonable assistance from the party being indemnified. Neither party will bind the indemnified party to a monetary obligation in a settlement or compromise, or make an admission on behalf of the indemnified party, without obtaining that party’s prior consent. The indemnified party agrees to use all reasonable efforts to help the indemnifying party mitigate damages resulting from an Infringement Claim/Claim, including without limitation Customer promptly installing all On Premise Subscription Services updates BMC provides to mitigate any Infringement Claim.

Indemnity Process. The indemnified party will give the indemnifying party prompt written notice of any Claim and sole control to defend or settle the Claim. The indemnified party will use its commercially reasonable efforts to mitigate its Losses.

Indemnity Process. The indemnified party will: (i) promptly give written notice of the claim to Subcontractor (provided that the failure of the indemnified party to give such notice to Subcontractor will only affect the indemnification and defense obligations of Subcontractor under the Agreement to the extent such failure adversely affects the ability of Subcontractor to defend the claim); (ii) give Subcontractor sole control of the defense and settlement of the claim; and (iii) provide to Subcontractor all available information and reasonable assistance in connection with the claim. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement). Without limiting Subcontractor’s obligations in the Agreement, and without limiting or waiving the indemnified party’s rights or remedies, if Subcontractor fails to take control of the defense of the claim, then the indemnified party may take control of the defense and Subcontractor will be liable to reimburse the indemnified party of all costs and expenses with respect thereto. Subcontractor may not admit liability for or consent to any judgment, or concede, settle, or compromise any claim without obtaining the indemnified party’s prior written consent, such consent not to be unreasonably withheld, unless such admission, concession, settlement, or compromise includes a full and unconditional release of the indemnified party from all liabilities in respect of such claim.

Indemnity Process. The indemnified Party shall (a) notify the indemnifying Party promptly in writing of any actual or threatened Claim, provided that failure to give prompt notice shall not relieve the indemnifying Party’s obligation hereunder unless the indemnifying Party’s ability to defend the Claim is prejudiced in a material way; (b) give the indemnifying Party sole control of the defense thereof and any related settlement negotiations; and (c) cooperate and, at the indemnifying Party’s request and expense, assist in such defense.

Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party;

Indemnity Process. In the event of any Third-Party Claim subject to indemnification hereunder, the Indemnified Party seeking indemnification shall give written notice to the Indemnifying Party; provided, any delay or failure of notice shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall have control over the defense of the Third-Party Claim, at the Indemnifying Party’s expense and using competent and experienced counsel of the Indemnifying Party’s choice, provided that the Indemnifying Party may not settle, compromise, or admit liability to the Third-Party Claim without the prior, written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense, using counsel of the Indemnified Party’s choice, and such participation shall be at the Indemnifying Party’s sole expense. In the event the Indemnified Party reasonably determines there is an actual or likely conflict in the Indemnifying Party’s and the Indemnified Party’s respective interests related to the Third-Party Claim, the Indemnifying Party shall, at its sole cost and expense, cause its selected counsel to employ reasonable and customary measures (such as separate legal teams with a “information screen” separating them), which are reasonably acceptable to the Indemnified Party, to mitigate such conflicts. After any final decision, judgment or award shall have been rendered by a governmental authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a claim hereunder, then the Indemnifying Party shall promptly pay, or cause to be paid, to the Indemnified Party any sums due and owing pursuant to this Agreement with respect to such matter.

Indemnity Process. Veeva will have the exclusive right to defend any indemnified claim (including the right to select and control the work of counsel) and make settlements thereof at its own discretion. Customer may not settle or compromise any indemnified claim, action or allegation, except with prior written consent of Veeva. Veeva may not, without Customer’s prior written approval, enter into any settlement of an indemnified claim that imposes a direct financial liability on Customer or includes an admission of fault by Customer. Customer shall give such non-monetary assistance and information as Veeva may reasonably require to settle or defend indemnified claims.