Common use of Conditions to Indemnity Clause in Contracts

Conditions to Indemnity. The indemnity in clause 9.1 shall be subject to the relevant Indemnified Party: (a) as soon as reasonably practicable after becoming aware of any Claim, giving written notice to the Licensee of the Claim, provided that Imperial College shall not be deemed to have become aware of a Claim unless the Director of the Research Office of Imperial College, or a more senior officer of Imperial College, has become aware of such Claim; (b) not making any admission of liability, concluding any agreement in relation to such liability or making any compromise in relation to the subject matter of the indemnity without the consent of the Licensee (such consent not to be withheld or delayed unreasonably), provided that Imperial College shall not be deemed to have done any of the foregoing unless it is done with the approval of the Director of the Research Office of Imperial College or a more senior officer of Imperial College; and (c) promptly upon request, giving the Licensee’s professional advisers reasonable assistance in connection with the Claim provided that the Licensee shall pay a reasonable fee for the time of the employees of the Indemnified Party spent in connection with such assistance.

Conditions to Indemnity. The indemnity in clause 9.1 shall be subject to the relevant Indemnified Party: (a) as soon as reasonably practicable after becoming aware of any Claim, giving written notice to the Licensee of the Claim, provided that Imperial College shall not be deemed to have become aware of a Claim unless the Director of the Research Office of Imperial College, or a more senior officer of Imperial College, has become aware of such Claim; (b) following the giving of such notice, giving the Licensee the right to assume the defence and settlement of the Claim, provided that the Licensee shall not settle any Claim without the Licensor’s prior written consent (such consent not to be withheld or delayed unreasonably) and the Licensor shall have the right to participate in (but not control) the defence of the Claim and to retain its own counsel in connection with such Claim at its own expense; (c) not making any admission of liability, concluding any agreement in relation to such liability or making any compromise in relation to the subject matter of the indemnity without the consent of the Licensee (such consent not to be withheld or delayed unreasonably), provided that Imperial College shall not be deemed to have done any of the foregoing unless it is done with the approval of the Director of the Research Office of Imperial College or a more senior officer of Imperial College; and (cd) promptly upon request, giving the Licensee’s professional advisers reasonable assistance in connection with the Claim provided that the Licensee shall pay a reasonable fee for the time of the employees personnel of the Indemnified Party spent in connection with such assistance.

Conditions to Indemnity. The indemnity in clause 9.1 shall be subject to the relevant Indemnified Party: (a) as soon as reasonably practicable after becoming aware of any Claim, giving written notice to the Licensee of the Claim, provided that Imperial College shall not be deemed to have become aware of a Claim unless the Director of the Research Office of Imperial College, or a more senior officer of Imperial College, has become aware of such Claim; (b) not making any admission of liability, concluding any agreement in relation to such liability or making any compromise in relation to the subject matter of the indemnity without the consent of the Licensee (such consent not to be withheld or delayed unreasonably), provided that Imperial College shall not be deemed to have done any of the foregoing unless it is done with the approval of the Director of the Research Office of Imperial College or a more senior officer of Imperial College; and (c) promptly upon request, giving the Licensee’s 's professional advisers reasonable assistance in connection with the Claim provided that the Licensee shall pay a reasonable fee for the time of the employees of the Indemnified Party spent in connection with such assistance.