Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense.
Indemnity Requirements. The indemnifying party’s obligations in this Section 17 are conditioned on the indemnified party (a) giving the indemnifying party prompt notice of any Covered Claim; (b) providing reasonable assistance and information to the indemnifying party, at the indemnifying party’s expense, for the defense of the Covered Claim; and (c) allowing the indemnifying party to control the defense of any Covered Claim, except that the indemnified party may engage counsel of its choice at its own expense and the indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in any Covered Claim, or settlement thereof, without the indemnified party’s prior written consent, which will not to be unreasonably withheld or delayed.
Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following:
Indemnity Requirements. In connection with any claim for indemnity under this clause 8, 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 clause 8, except to the extent that such failure materially prejudices the indemnifying party’s defence of such claim. The indemnified party may, at its own expense, assist in the defence if it so chooses, but the indemnifying party shall control the defence 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, however, 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.
Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the Claim, provided that the Indemnitee may participate in the defense of the Claim at its sole expense and any settlement by the Indemnitor does not include an admission of liability by the Indemnitee.
Indemnity Requirements. The SERVICE PROVIDER shall defend, hold harmless, and indemnify MGSA, its consultants, agents, and Board Members, its Member Agencies, and their employees in any actions and from all damages arising out of the acts or failure to act of SERVICE PROVIDER, or its authorized representatives, in the performance of any act or its obligations under the terms of this AGREEMENT. SERVICE PROVIDER shall not be liable for damages which was caused by the sole negligence, or willful misconduct of MGSA or its MEMBERS.
Indemnity Requirements. For the purpose of applying the requirements contained in this Section 5.2, the term “City” means and includes both the City of San Diego and the Successor Agency.
Indemnity Requirements. The Provider acknowledges the provisions of the Indemnity Requirements and the rights and obligations of the Commissioners under the Indemnity Requirements. The Provider shall: at its own cost at the request of the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator: grant full access to the Provider’s Premises, Staff, Subcontractors, all documents, records, computer databases or other property to the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator at such times and for such purposes as may be lawfully required by them in connection with CNST or any CNST Claim; and provide to the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator such information as it or they may lawfully require pursuant to the Indemnity Requirements or otherwise in connection with CNST or any CNST Claim; at its own cost co-operate fully with, and provide such assistance as may be required by, the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator and provide such information as it or they may lawfully require pursuant to the Indemnity Requirements or otherwise in connection with CNST and any CNST Claim; at its own cost comply with all risk management standards developed by the CNST Administrator pursuant to the Indemnity Requirements; not do or omit to do, and shall procure that no Subcontractor nor member of Staff shall do or omit to do, anything which may adversely affect the availability of benefits to the CNST Co-ordinating Commissioner and/or a CNST Associate Commissioner or the exercise of the discretion of the CNST Administrator to make available any such benefits to the CNST Co-ordinating Commissioner or any CNST Associate Commissioner pursuant to the Indemnity Requirements; ensure that prior to the commencement of the employment or engagement of any member of Staff and/or Subcontractor they each sign a copy of a letter from the Provider addressed to that member of Staff and/or Subcontractor in the Agreed Form set out in Schedule 2 (Agreed Form Staff/Subcontractor Letter) and provide a copy of such letter to the CNST Co-ordinating Commissioner upon request; and in respect of all Non-Contract Activity performed by the Provider in the relevant Contract Month, within five (5) Business Days of serving an invoice on a Commissioner for Non-Contract Activity provide a copy of...
Indemnity Requirements. The indemnifying Party’s obligations in this Section are conditioned on the indemnified Parties (a) giving the indemnifying Party prompt notice of any such Claim; (b) providing reasonable assistance and information to the indemnifying Party, at the indemnifying party’s expense, for the defense of the Claim; and (c) allowing the indemnifying Party to control the defense of any applicable Claim, and/or settle such Claim, provided that (i) the indemnifying Party will not affect any settlement unless such settlement provides the indemnified Party with a full release, and (ii) the indemnifying Party will have no right to bind the indemnified Party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified Party in any Claim, without the indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified Party may engage counsel of its choice at its own expense to participate in the defense and settlement of Claims.
Indemnity Requirements. (a) The Recipient's obligation to indemnify an Indemnified Person is subject to the Indemnified Person:
