Indemnity Conditions Sample Clauses

Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section 16 are subject to: (i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee's failure to do so will not relieve the indemnifying party of its obligations under this Section 16, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.

Indemnity Conditions. The indemnities in this Agreement are conditional upon the Party claiming indemnification (the “Indemnified Party”): (i) promptly notifying the indemnifying Party (the “Indemnifying Party”) in writing of such claim, demand, suit or proceeding; (ii) giving the Indemnifying Party sole control of the defence and settlement thereof; and (iii) cooperating and assisting in such defence at the Indemnifying Party’s reasonable request and expense. Notwithstanding the foregoing, the Indemnifying Party shall not settle any claim, demand, suit or proceeding without the Indemnified Party’s prior consent if the settlement would require the Indemnified Party to: (a) pay any amounts or (b) make any admission of wrongdoing or fault.

Indemnity Conditions. A party’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified party promptly notifying the indemnifying party in writing within a reasonable period of time of any and all claims for which the indemnified party is entitled to indemnification, giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and indemnified party cooperating and, at indemnifying party’s request and expense, assisting in such defense. The indemnified party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party may not settle any such claim without the indemnified party’s prior written consent.

Indemnity Conditions. In addition to the limitation on liability provided in Clause 15, the indemnification of Domicilium by the Customer in Clauses 5.1 and 7.3 are subject to the following conditions: a) Domicilium promptly notifies the Customer in writing of any action or claim; b) Domicilium makes no admissions or settlements without the Customer’s prior written consent; c) Domicilium gives the Customer all information and assistance that the Customer may reasonably require; and d) Domicilium allows the indemnifier complete control over the litigation and settlement of any action or claim.

Indemnity Conditions. The indemnities set forth in this Agreement are conditioned on the following: (i) the party claiming indemnification (the “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) of any matters in respect of which it seeks to be indemnified, and shall give the Indemnitor full cooperation and opportunity to control the response thereto and the defense thereof, including without limitation any settlement thereof, (ii) the Indemnitor shall have no obligation for any claim under this Agreement if the Indemnitee makes any admission, settlement or other communication regarding such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, and (iii) the Indemnitee’s failure to promptly give notice to the Indemnitor shall affect the Indemnitor’s obligation to indemnify the Indemnitee only to the extent the Indemnitor’s rights are materially prejudiced by such failure. The Indemnitee may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice.

Indemnity Conditions. Autolus’s obligation to continue to indemnify UCLB pursuant to Clauses 18.2.1(vii), 18.2.1(viii) and 19.2.2(ii) is conditional upon: 18.9.1 UCLB taking those steps, doing those things or refraining from doing those things requested of it by Autolus for the duration of the indemnification; 18.9.2 UCLB not making any admission or settlement (or taking steps to do so) concerning the proceedings without the prior written consent of Autolus; 18.9.3 Autolus having sole conduct of the applicable proceedings for the duration of the indemnification; 18.9.4 any damages, account of profits, financial remedy or costs recovered from Third Parties (whether in UCLB’s name or otherwise) in respect of the applicable proceedings being for the sole account of Autolus.

Indemnity Conditions. The indemnities set forth in this Agreement are conditioned upon the following: (i) the indemnitee promptly notifies the indemnitor in writing of such Infringement Claim,

Indemnity Conditions. Yardi’s defense and indemnifica- tion obligation per section 13(a) (Indemnity) is conditioned upon the following: (i) Client providing Yardi with prompt written notice of any claim for which indemnification is sought; (ii) Yardi having sole con- trol of the defense and settlement of such claim, provided, how- ever, that Client shall have the right to have any suit or proceeding monitored by counsel of Client’s choice and at its expense; and (iii) Client’s reasonable cooperation with Yardi in the defense and set- tlement of the claim.

Indemnity Conditions. Service Provider’s defense and indemnification obligations under this Section 12 are conditioned upon the following: (i) District providing Service Provider with prompt written notice of any claim for which indemnification is sought, provided however that no delay on the part of the District shall relieve Service Provider from any obligation hereunder; (ii) Service Provider having sole control of the defense and settlement of such claim, provided, however, that Service Provider will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Service Provider, does not impose any obligation upon District, and Service Provider obtains the full and complete release of District; District shall have the right to have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Service Provider in the defense and settlement of the claim, at Service Provider's expense.The provisions of this Section 12 shall survive the termination or expiration of this Agreement.