Common use of General Conditions of Indemnification Clause in Contracts

General Conditions of Indemnification. A party’s agreement to indemnify, defend and hold the other party (the “Indemnified Party”) and its related entities harmless is conditioned upon the Indemnified Party: (a) providing written notice to the first party (the “Indemnifying Party”) of any claim, demand or action arising out of the indemnified activities within […***…] after the Indemnified Party has knowledge of such claim, demand or action (late notice will not absolve an Indemnifying Party of its indemnification obligations to the Indemnified Party, […***…]); (b) permitting the Indemnifying Party to assume full responsibility and authority to investigate, prepare for and defend against any such claim or demand; (c) assisting the Indemnifying Party, […***…], in the investigation of, preparation for and defense of any such claim or demand; and (d) not compromising or settling such claim or demand without the Indemnifying Party’s written consent.

General Conditions of Indemnification. A partyAn Indemnifying Party’s agreement to indemnify, defend and hold the other party (the “Indemnified Party”) and its related entities harmless is obligations set forth in Section 10.1 or 10.2 above are conditioned upon the Indemnified Party’s: (a) providing written notice to the first party (the “Indemnifying Party”) Party of any claim, demand or action arising out of the indemnified activities within […***…] days after the Indemnified Party has knowledge of such claim, demand or action (late notice will provided, however, that failure to so notify shall not absolve an Indemnifying Party of its indemnification obligations to preclude the Indemnified Party, […***…]’s right to indemnification hereunder unless the Indemnifying Party is actually prejudiced by such failure); (b) permitting the Indemnifying Party to assume full responsibility and authority to investigate, prepare for and defend against any such claim or demand; (c) assisting the Indemnifying Party, […***…]at the Indemnifying Party’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (d) not compromising or settling such claim or demand without the Indemnifying Party’s written consent.