Common use of Indemnity Conditions Clause in Contracts

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.