Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the indemnified Party (i) providing prompt written notice to the indemnifying Party of such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby), (ii) allowing the indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s The indemnification obligations under this Section 10 set forth in Sections 7.1 and 7.2 are contingent upon subject to the indemnified following conditions: 7.3.1 the indemnitee Party (i) providing prompt written notice to shall promptly notify the indemnifying Party in writing of the claim of which it has notice, provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party from any liability that it may have to the indemnitee Party hereunder so long as the failure or delay shall not have prejudiced the defense of such Claim (claim and then only to the extent that the indemnifying Party actually is prejudiced; 7.3.2 the indemnitee Party allows the indemnifying Party to have sole control of the defense of the claim and any settlement negotiations arising out of that claim provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby)may not, without the indemnitee Party’s prior written consent, settle or compromise any claim in a manner that: (iiA) allowing does not unconditionally release the indemnifying indemnitee Party and its directors, officers, employees or agents or (B) requires the indemnitee Party or any of its directors, officers, employees or agents to control the defense and contribute to any related settlement of any such Claim, and (iii) furnishing the indemnifying claim; and 7.3.3 the indemnitee Party with reasonable assistanceshall, at the indemnifying Party’s sole cost reasonable request and expense, in cooperate with the defense or settlement of any such Claimindemnifying Party. The indemnified party shall have the right to indemnitee Party may participate in the defense of such Claim with and retain counsel of its own choosing at its own choice and expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each As a condition to the foregoing indemnity obligations of the Parties, the indemnifying Party (the “Indemnifying Party’s obligations under this Section 10 are contingent upon ”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the indemnified Party seeking indemnification (the “Indemnified Party”), provided that the Indemnified Party (i) providing prompt written notice to notifies the indemnifying Indemnifying Party of such Claim (providedpromptly, howeverin writing, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby), action; (ii) allowing provides the indemnifying Indemnifying Party with all reasonable information and assistance to control settle and/or defend the defense and any related settlement of any such Claim, action (at the Indemnifying Party’s reasonable expense); and (iii) furnishing grants the indemnifying Indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost authority and expense, in control of the defense or settlement of the action, provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or that is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of such ClaimParty, which consent shall not be unreasonably withheld. The indemnified party For avoidance of doubt, the Indemnified Party shall have the right to participate in but not to control the defense and/or settlement of such Claim any claim covered by this Section 10 with counsel of its own choosing at its own expense. The indemnifying Indemnifying Party shall not enter into any settlement agrees to keep the Indemnified Party regularly and completely informed of the status of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsclaim hereunder.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 11.1 or 11.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 11.1 or 11.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of Sections (b) or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party to control the defense and any related settlement of any such Claim, and (iii) furnishing includes an unconditional release of the indemnifying Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 11.3, with reasonable assistancerespect to any claim covered by Section 11.1 or 11.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 6.1 or 6.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 6.1 or 6.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party, (iii) includes an unconditional release of the Indemnified Party to control from all liability on claims that are the defense and any related settlement subject matter of any such Claimproceeding, and (iiiiv) furnishing does not require the indemnifying Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Section 6.3, with reasonable assistancerespect to any claim covered by Section 6.1 or 6.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 7.1 or 7.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 7.1 or 7.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party, (iii) includes an unconditional release of the Indemnified Party to control from all liability on claims that are the defense and any related settlement subject matter of any such Claimproceeding, and (iiiiv) furnishing does not require the indemnifying Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Section 7.3, with reasonable assistancerespect to any claim covered by Section 7.1 or 7.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Sections 7.1 and 7.2 above (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon the Any indemnified Party submitting an indemnity claim under Section 14.1 or 14.2, as applicable (i“Indemnified Party”), shall: (a) providing prompt written notice to promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”), of such Claim (providedclaim in writing and furnish the Indemnifying Party with a copy of each communication, howevernotice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent such failure materially prejudices the indemnifying Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of Sections (b) or (c), the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is materially prejudiced therebysolely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) allowing does not impose injunctive or other equitable relief against the indemnifying Indemnified Party to control the defense and any related settlement of any such Claim, and (iii) furnishing includes an unconditional release of the indemnifying Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 14.3, with reasonable assistancerespect to any claim covered by Section 14.1 or 14.2, at as applicable, the indemnifying Party’s sole cost and expense, Indemnified Party (in the defense or settlement of any such Claim. The indemnified party shall have the right to its capacity as such) may participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rights.

Indemnity Procedures. Each indemnifying Party’s obligations under this If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Section 10 are contingent upon 8.2 (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations under this If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Section 10 are contingent upon 7.1 or Section 7.2 above (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations under this If any claim or action is asserted that would entitle an Indemnitee to indemnification pursuant to Section 10 are contingent upon 7.1 and Section 7.2 above (a “Proceeding”), the indemnified Party (i) providing prompt seeking indemnification will give written notice thereof to the indemnifying Party of such Claim (from which indemnification is sought promptly; provided, however, that any the failure or delay in notice shall not affect any of the indemnified Party’s Party to give timely notice hereunder will not affect rights hereunder to indemnification hereunder, except to the extent that the indemnifying Party is materially prejudiced thereby), (ii) allowing the demonstrates actual damage caused by such failure. The indemnifying Party may elect to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in direct the defense or settlement of any Proceeding by giving written notice to the indemnified Party, which election will be effective immediately upon the indemnified Party’s receipt of such Claimwritten notice. The indemnified party shall indemnifying Party will have the right to participate in employ counsel reasonably acceptable to the defense indemnified Party to defend any Proceeding, or to compromise, settle or otherwise dispose of such Claim with counsel of its own choosing at its own expense. The the same, if the indemnifying Party shall deems it advisable to do so, all at the expense of the indemnifying Party; provided that the indemnifying Party will not enter into settle, or consent to any settlement entry of judgment in, any Proceeding without obtaining either: (a) an unconditional release of the indemnified Party (and their Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Claim without Proceeding; or (b) the prior written consent of the indemnified Party. The indemnified Party will not settle or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld, conditioned delayed or delayed) if conditioned). The Parties will fully cooperate with each other in any Proceeding and will make available to each other any books or records useful for the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance defense of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightssuch Proceeding.

Indemnity Procedures. Each indemnifying Party’s obligations A Party seeking indemnification under this Section 10 are contingent upon 9 (the indemnified Party (i“Indemnified Party”) providing shall provide prompt written notice of any Action to the indemnifying Party from whom indemnification is sought (the “Indemnifying Party”), provide reasonable assistance to the Indemnifying Party, not settle or compromise or consent to entry of judgment on any Action without the written consent of the Indemnifying Party, and not otherwise take any action, or fail to act, so as to compromise the Indemnifying Party’s position with respect to the resolution or defense of any such Claim (Action. The failure to provide prompt notice will not constitute a waiver of rights under this Section 9 unless it results in material prejudice to the rights or defenses of the Indemnifying Party; provided, however, that any failure or delay in notice if the Indemnified Party does not give timely notice, the Indemnifying Party shall not affect be liable for any of the indemnified Indemnified Party’s rights hereunder except costs and expenses incurred prior to such notice. An Indemnifying Party shall not settle or compromise or consent to the extent entry of judgment in any Action unless such resolution provides an unconditional release of the indemnifying Indemnified Party is materially prejudiced thereby)from all liability relating to the Action, (ii) allowing and does not contain any term or order that in any manner restricts or interferes with the indemnifying business of the Indemnified Party or its Affiliates. The Indemnifying Party shall have the right, in its sole discretion, to select counsel and to control the defense and settlement with respect to any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsAction.

Indemnity Procedures. Each indemnifying Party’s obligations In the event of a potential indemnity obligation under this Section 10 are contingent upon Article 10, the indemnified Party party will: (i) providing prompt written notice to promptly notify the indemnifying Party of such Claim (provided, however, that any failure or delay party in notice shall not affect any writing of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby)claim, (ii) allowing allow the indemnifying Party party the right to control the investigation, defense and any related settlement (if applicable) of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, claim at the indemnifying Partyparty’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Article will not relieve the indemnifying party of its obligations; however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in the defense or settlement of any such Claimaccordance with this Article. The indemnified party shall have the right to may participate in the defense of such Claim the claim with counsel of its own choosing counsel at its own expense. The indemnifying Party shall party may not enter into settle any settlement of claim in any such Claim without matter that would require obligation on the prior written consent part of the indemnified Party party (other than payment or ceasing to use infringing materials), or any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed) . Further, any indemnification obligation under this Article will not apply if the indemnified Partyparty settles or makes any admission with respect to a claim without the indemnifying party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsprior written consent.

Indemnity Procedures. Each indemnifying Party’s obligations under this Section 10 are contingent upon Promptly after becoming aware of a claim, the indemnified Party (i) providing prompt party shall provide written notice to the indemnifying Party of party. Delay in providing such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent relieve the indemnifying Party is materially prejudiced thereby), (ii) allowing party of its obligations only if the indemnifying Party party’s ability to defend against such claim is thereby materially impaired. The indemnifying party shall have the right to assume and control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, claim at the indemnifying Party’s sole cost and its own expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the in, but not to control, such defense of such Claim with counsel of its own choosing at its own expense. If the indemnifying party does not assume the defense of the claim, the indemnified party may defend the claim at the indemnifying party’s expense. The indemnifying Party indemnified party shall not enter into any settlement of any such Claim settle or compromise the claim without the prior written consent of the indemnified Party (such consent indemnifying party, and the indemnifying party shall not to be unreasonably withheld, conditioned settle or delayed) if compromise the claim in any manner which would have an adverse effect on the indemnified Party’s rights would be directly and materially impaired thereby. For party without the avoidance of doubt, any settlement that does not include a full and unconditional release consent of the indemnified Party from any and all liability arising out of the Claim, party. No consent required hereunder shall be deemed unreasonably withheld or delayed. The indemnified party shall reasonably cooperate with the indemnifying party and shall make available to directly and materially impair the indemnifying party all pertinent information available to the indemnified Party’s rightsparty, all at its own expense.

Indemnity Procedures. Each As a condition to the foregoing indemnity obligations of both Parties, the indemnifying party (the “Indemnifying Party’s obligations under this Section 10 are contingent upon ”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the indemnified party seeking indemnification (the “Indemnified Party”), provided that: the Indemnified Party (ia) providing notifies the Indemnifying Party promptly, in writing, of the action, provided any delay or failure of the Indemnified Party to give prompt written notice to the indemnifying Party of any such Claim (provided, however, that any failure or delay in notice claim shall not affect any the rights of the indemnified Party’s rights Indemnified Party hereunder except unless, and only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the indemnifying Indemnifying Party; (b) provides the Indemnifying Party is materially prejudiced thereby), all reasonable information and assistance to settle or defend the action (ii) allowing the indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Indemnifying Party’s expense); (c) grants the Indemnifying Party sole cost authority and expense, in control of the defense or settlement of the action provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of such Claim. The indemnified party Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (d) shall have the right to participate in but not to control the defense and/or settlement of such any Indemnified Claim with counsel of its own choosing at its own expense. The indemnifying Indemnifying Party shall not enter into any settlement agrees to keep the Indemnified Party regularly and completely informed of the status of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) if the indemnified Party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsclaim hereunder.

Indemnity Procedures. Each indemnifying Party’s obligations In the event of any claim subject to aforementioned indemnification under this Section 10 are contingent upon Clause 9.1 , the indemnified Party will do the following: (ia) providing prompt written notice provide to the indemnifying Party written notice of any such Claim (provided, however, that any failure or delay in notice shall not affect any of the claim within 10 days after indemnified Party’s rights hereunder except receipt of clear and express notice of such claim; (b) grant to the extent indemnifying Party, and the indemnifying Party is materially prejudiced thereby)will have, the exclusive right to defend any such claim; (iic) allowing not settle or compromise such claim, except with prior approval of the indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole cost and expense, in the defense or settlement of any such Claim. The indemnified party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The indemnifying Party shall which consent will not enter into any settlement of any such Claim without the prior written consent of the indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed); and (d) if give, at the indemnifying Party’s expense, such assistance and information as the indemnifying Party may reasonably require to settle or oppose such claims. The indemnified Party may, however, participate in the defense or settlement of such claim at its own expense and with its own choice of counsel. The indemnifying Party will not settle any claim without the indemnified Party’s rights would prior written consent (which consent will not be directly and materially impaired thereby. For the avoidance of doubtunreasonably withheld, any settlement that conditioned or delayed).The indemnified party’s failure to provide timely notice pursuant to clause 9.2 (a) does not include a full and unconditional release of limit or discharge the indemnified Party from any and all liability arising out of indemnifying Party’s obligations pursuant to this Clause 9 except to the Claim, shall be deemed to directly and materially impair extent that the indemnified Party’s rightsfailure to give such timely notice prevents the indemnifying Party from defending an indemnified claim.

Indemnity Procedures. Each indemnifying Party’s obligations A Party seeking indemnity under this Section 10 are contingent upon the indemnified Party 15 (Indemnity) shall: (i) providing promptly after receiving notice of a claim or litigation for which indemnity may be sought, give the indemnifying Party prompt written notice thereof, together with any and all documentation received related to such claim or litigation; (ii) give the indemnifying Party of such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby), (ii) allowing the indemnifying Party to full control over the defense and any related settlement of any such Claim, claim or litigation for which indemnification is sought; and (iii) furnishing reasonably cooperate with the indemnifying Party with reasonable assistanceParty, at the indemnifying Party’s sole cost and expense, in to facilitate the defense or settlement of any such Claimclaim or litigation; provided that a failure to comply with the foregoing procedures shall relieve the indemnifying Party from its obligation to indemnify solely to the extent that such failure results in prejudice to the indemnifying Party. The indemnified party shall have the right to Party seeking indemnification may participate in the defense of such Claim with counsel of its own choosing or negotiations at its own expenseexpense to protect its interests. The indemnifying Party shall not enter into any settlement agreement that impairs the rights or expands the obligations of any such Claim the Party seeking indemnification without the prior written consent of such Party, provided that the indemnified indemnifying Party (may settle any claim or cause of action to the extent such consent not to be unreasonably withheld, conditioned or delayed) claim seeks monetary damages if the indemnified Party’s rights would be directly and materially impaired therebyindemnifying Party agrees to pay such monetary damages. For The provisions of this Section 8 shall survive the avoidance termination of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsthis Agreement.

Indemnity Procedures. Each indemnifying Party’s obligations In the event of any potential indemnity obligation under this Section 10 are contingent upon 8, the indemnified Party party will: (ia) providing prompt written notice to promptly notify the indemnifying Party party in writing of the third-party claim in accordance with Section 15.5; (b) provide the indemnifying party with sole control and authority over the investigation, defense and settlement (if applicable) of such Claim (provided, however, that any failure or delay in notice shall not affect any of the indemnified Party’s rights hereunder except to the extent the indemnifying Party is materially prejudiced thereby), (ii) allowing the indemnifying Party to control the defense and any related settlement of any such Claim, and (iii) furnishing the indemnifying Party with reasonable assistance, claim at the indemnifying Partyparty’s sole cost and expense; and (c) upon request of the indemnifying party, in and at the defense or settlement of any such Claimindemnifying party’s expense, provide all cooperation reasonably requested by the indemnifying party. The Failure by the indemnified party to notify the indemnifying party of a claim under this Section 8 shall have not relieve the right to participate in the defense of such Claim with counsel indemnifying party of its own choosing at its own expenseobligations under this Section 8 except to the extent that the indemnifying party was actually prejudiced by such delay or failure to provide notice in accordance with this Section 8.3. The indemnifying Party shall party may not enter into settle any settlement claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of any such Claim fault by the indemnified party, without the indemnified party’s prior written consent, which consent of the indemnified Party (such consent is not to be unreasonably withheld, conditioned or delayed) . Any indemnification obligation under this Section 8 will not apply if the indemnified Partyparty settles or makes any admission with respect to a claim without the indemnifying party’s rights would be directly and materially impaired thereby. For the avoidance of doubt, any settlement that does not include a full and unconditional release of the indemnified Party from any and all liability arising out of the Claim, shall be deemed to directly and materially impair the indemnified Party’s rightsprior written consent.