Common use of Conditions to Indemnity Clause in Contracts

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and that provided further that the indemnified Party is not obligated to notify notifying the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party onlyParty. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) [****] days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demanddemand and not making any admission or otherwise adversely affecting the indemnifying party's interest, (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consentconsent (such consent shall not be unreasonably withheld or unduly provided), unless avoiding such settlement prejudices the position of the indemnifying party and/or its insurers or unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s 's agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s 's expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s 's prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s 's agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Party: (ia) providing written notice to the indemnifying Indemnifying Party of any claimclaims, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying Indemnifying Party, at the indemnifying lndemnifying Party’s 's reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Indemnifying Party not compromising or settling such claim or demand without the indemnified Indemnified Party’s 's prior written consentconsent , unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Indemnified Party a complete release from all liability in respect of such claim or litigation; provided that· provided, however that , if the Party entitled to indemnification fails to promptly notify the indemnifying Indemnifying Party pursuant to the foregoing clause (ia), the indemnifying Indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party Indemnified ▇▇▇▇▇ is not obligated to notify the indemnifying Indemnifying Party of claims, demands and/or actions made directly against the indemnifying Indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Party, Indemnified Party the indemnified Indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Person: (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty seven (307) days after the indemnified Party Indemnified Person has knowledge of such claim, demand or action, ; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; and (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the . The indemnifying Party shall not compromising compromise or settling settle such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if . If the Party entitled to indemnification fails to promptly notify the indemnifying Party without undue delay pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is materially prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s Influencers’ agreement to indemnify and hold the other a Further Indemnified Party harmless pursuant to Section 14.3 is conditioned upon the indemnified Party Further Indemnified Party: (ia) providing written notice to the indemnifying Party Influencers of any claim, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Further Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Party Influencers to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying PartyInfluencers, at the indemnifying Party’s Influencers’ reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Party Influencers not compromising or settling such claim or demand without the indemnified Further Indemnified Party’s 's prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Further Indemnified Party a complete release from all liability in respect of such claim or litigation; provided provided, however, that, if the Further Indemnified Party entitled to indemnification fails to promptly notify the indemnifying Party Influencers pursuant to the foregoing clause (ia), the indemnifying Party Influencers shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Further Indemnified Party is not obligated to notify the indemnifying Party Influencers of claims, demands and/or actions made directly against the indemnifying Party Influencers only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Further Indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Further Indemnified Party, the indemnified Further Indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Further Indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement (a) The obligation to indemnify and hold the other harmless contained in this Article 7 or elsewhere in this Lease is conditioned upon the party claiming the right to be indemnified Party (the “lndemnitee”), (i) providing written notice first notifying the other (the “Indemnitor”) of any claim for which indemnity is sought (a “Claim”) in accordance with Section 7.8(c) below, provided that a reasonable delay in such notification shall release the Indemnitor only to the indemnifying Party extent of any claim, demand or action arising out of actual prejudice resulting from the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, delay; (ii) permitting fully tendering to the indemnifying Party Indemnitor the defense of such Claim for handling by counsel selected by Indemnitor and reasonably acceptable to assume full responsibility to investigate, prepare for Indemnitee; and defend against any such claim or demand, (iii) assisting otherwise fully complying with all of the indemnifying Partyterms set forth in this Section 7.8. With respect to the indemnity obligations undertaken by Landlord and Tenant in this Lease, the Indemnitor shall at its cost defend or cause to be defended any Claim against the indemnifying Party’s expenseIndemnitee alleging such acts or omissions and seeking damages which are payable under this Lease, even if any of the allegations of such Claim are groundless, false or fraudulent; but the Indemnitor may make or cause to be made such investigation and such settlement of any Claim as the Indemnitor or its insurers shall deem expedient. Unless the Indemnitor shall decline to so defend, the Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation or incur any expense in connection with any Claim for which indemnity may be sought hereunder. The Indemnitee shall cooperate with the Indemnitor or its insurer and, upon the request of the Indemnitor, assist in making settlements in the investigation ofconduct of suits, preparation and in enforcing any right of contribution or indemnity against any person or organization (other than an employee of the Indemnitee) who may be liable to the Indemnitee because of acts or omissions with respect to which indemnity is afforded under this Lease. The Indemnitee shall attend hearings and defense trials and assist in securing and giving evidence and obtaining the attendance of witnesses. (b) Subject to the provisions of Section 7.5, Section 7.6 and Section 7.7, to the extent of any payment made hereunder, the Indemnitor or, if applicable, its insurer, shall be subrogated to all of the Indemnitee’s rights of recovery therefor, against any person or organization (other than an employee of the Indemnitee) and the Indemnitee shall execute and deliver instruments and papers and do whatever else is necessary to secure such claim rights. The Indemnitee shall do nothing after loss to prejudice such rights. (c) Upon the Indemnitee becoming aware of any act or demand; and (iv) omission which might reasonably be expected to be the indemnifying Party not compromising basis of a Claim covered hereby, written notice shall be given by the Indemnitee or settling such on its behalf to the Indemnitor as soon as practicable, together with the fullest information obtainable. If claim or demand without is made or suit is brought against the indemnified Party’s prior written consentIndemnitee, unless such settlement includes as an unconditional term thereof the giving Indemnitee shall immediately forward to the Indemnitor every demand, notice, summons or other process received by the claimant Indemnitee or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party may have at law or in equity.representative

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Person: (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days [****] after the indemnified Party Indemnified Person has knowledge of such claim, demand or action, ; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; and (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the . The indemnifying Party shall not compromising compromise or settling settle such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if . If the Party entitled to indemnification fails to promptly notify the indemnifying Party without undue delay pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is materially prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the STRICTLY CONFIDENTIAL indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s 's agreement to indemnify and hold the other harmless pursuant to Section 14.1 is conditioned upon the indemnified Party Indemnified Party: (ia) providing written notice to the indemnifying Indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying Indemnifying Party, at the indemnifying Indemnifying Party’s 's reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Indemnifying Party not compromising or settling such claim or demand without the indemnified Indemnified Party’s 's prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Indemnified Party a complete release from all liability in respect of such claim or litigation; provided provided, however, that, if the Party entitled to indemnification fails to promptly notify the indemnifying Indemnifying Party pursuant to the foregoing clause (ia), the indemnifying Indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Indemnified Party is not obligated to notify the indemnifying Indemnifying Party of claims, demands and/or actions made directly against the indemnifying Indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Indemnified Party, the indemnified Indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days [***] after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in STRICTLY CONFIDENTIAL the investigation of, preparation of and defense of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant which shall not be unreasonably withheld, conditioned or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigationdelayed; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party onlyfailure. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s 's agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim, demand or action, (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, (iii) assisting the indemnifying Party, at the indemnifying Party’s 's expense, in the investigation of, preparation of and defense defence of any such claim or demand; and (iv) the indemnifying Party not compromising or settling such claim or demand without the indemnified Party’s 's prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense defence or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Person: (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) [****] days after the indemnified Party Indemnified Person has knowledge of such claim, demand or action, ; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; and (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (iv) the . The indemnifying Party shall not compromising compromise or settling settle such claim or demand without the indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party a complete release from all liability in respect of such claim or litigation; provided that, if . If the Party entitled to indemnification fails to promptly notify the indemnifying Party without undue delay pursuant to the foregoing clause (i), the indemnifying Party shall only be relieved of its indemnification obligation to the extent it is materially prejudiced by such failure and provided further that the indemnified Party is not obligated to notify the indemnifying Party of claims, demands and/or actions made directly against the indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Party party may have at law or in equity.

Conditions to Indemnity. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party Indemnified Party: (ia) providing written notice to the indemnifying Indemnifying Party of any claim, demand or action arising out of the indemnified activities within thirty (30) 30 calendar days after the indemnified Indemnified Party has knowledge of such claim, demand or action, ; (iib) permitting the indemnifying Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, ; (iiic) assisting the indemnifying Indemnifying Party, at the indemnifying Indemnifying Party’s reasonable expense, in the investigation of, preparation of and defense of any such claim or demand; and (ivd) the indemnifying Indemnifying Party not compromising or settling such claim or demand without the indemnified Indemnified Party’s prior written consent, unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Indemnified Party a complete release from all liability in respect of such claim or litigation; provided provided, however, that, if the Party entitled to indemnification fails to promptly notify the indemnifying Indemnifying Party pursuant to the foregoing clause (ia), the indemnifying Indemnifying Party shall only be relieved of its indemnification obligation to the extent it is prejudiced by such failure and provided further that the indemnified Indemnified Party is not obligated to notify the indemnifying Indemnifying Party of claims, demands and/or actions made directly against the indemnifying Indemnifying Party only. Notwithstanding the foregoing, if in the reasonable judgment of the indemnified Indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse affect effect on the business, operations or assets of the indemnified Indemnified Party, the indemnified Indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such indemnified Indemnified Party may have at law or in equity.