The Indemnified Party will tender control of the defense and settlement of any such third-party Claim to the Indemnifying Party at the Indemnifying Party's expense and with the Indemnifying Party's choice of counsel.
The indemnifying party's obligations in this Section 7 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense, and settlement...
The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder, provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval …
Heap
· Contentsquare Master Service Agreement
the Indemnifying Party being given full and complete control over the defense and settlement of the Claim
Modal
· Modal Terms of Service
the Indemnified Party allows the indemnifying party to assume full control of the defense of the claim, including retaining counsel of its own choosing.
Egnyte
· Egnyte Terms of Service
granting the party providing the indemnification sole control over the defense, negotiation, compromise and settlement of any legal proceedings
A party seeking indemnification under this Section 8 shall (i) provide the indemnifying party with prompt written notice upon becoming aware of any relevant claim, (ii) reasonably cooperate in the defense of or investigation of the claim (including preserving and …
If breach of this Section 14.1.4.1 prejudices the defense of the Indemnifiable Claim, the indemnifying party’s obligations under Section 14.1.1 (NVIDIA Indemnification Obligations) or 14.1.3 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice The indemnifying …
Linear
· Linear Terms of Service
...granting the indemnifying party the sole control of the defense and settlement of the claim...
Stripe
· Stripe Terms of Service
If an IP Claim arises, the indemnifying party may, at its sole discretion and expense (i) modify the Materials it provided to be non-infringing, replace them with non-infringing alternatives, or obtain a license...or (ii) upon 30 days' notice, terminate the …
Egnyte
· Egnyte Terms of Service
promptly notifying the party providing the indemnification in writing of the existence of a third party demand for which indemnification is sought
The indemnifying party shall not enter into any settlement or compromise of any claim without prior written consent of the other party, which shall not be unreasonably withheld...
The party seeking indemnity...must give the other party...the following: (i) prompt written notice of any claim...,(ii) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim...and (iii) sole control over the defense and settlement of …
Indemnitor may not settle any Claim unless it unconditionally releases Indemnitee of all liability.
OpenAI
· OpenAI Business Terms
A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim and allow the indemnifying party sole control of defense and …
OpenAI
· OpenAI Business Terms
The indemnifying party cannot enter any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld
GitHub
· GitHub Terms of Service
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to …
Gusto
· Gusto Terms of Service
Claims...arising out of or related in any way to...(b) Employer Data or Shared Employer Data...
Gusto
· Gusto Terms of Service
Claims...arising out of or related in any way to...(d) Employer's or its Member's violation or alleged violation of any third party right; (e) Employer's or its Member's violation or alleged violation of any applicable law...
The indemnity provided under the Agreement is personal and may not be transferred to any other party.
Stripe
· Stripe Terms of Service
An indemnifying party's obligations under Section 9.1 do not apply to the extent that the Claim or Losses arise out of an indemnified party's negligence, fraud, willful misconduct, or breach of this Agreement.
Any indemnification obligation under Section 11 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party's prior written consent.
Any indemnification obligation under this Section 8 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party's prior written consent.
In the event you are required to indemnify us pursuant to this Agreement or any court rulings, you must secure all necessary approvals and consents from regulatory authorities for the remittance of any indemnified amount to us.
Heap
· Contentsquare Master Service Agreement
If Customer is enjoined or otherwise prohibited from using any of the CS Service or part thereof based on a Claim covered by Contentsquare’s indemnification obligations under Section 9.1 (By Contentsquare) above, then Contentsquare will, at its sole expense and …
The remedies in this Section 9 are Customer's sole and exclusive remedies for the third-party claims described at Section 9.2(i) and (ii).
This Section 7 sets out each party's exclusive remedy and the other party's entire liability regarding infringement of third-party intellectual property rights.
Smartsheet has no obligation or liability under this Section 7.1 to the extent any Claim Against Customer arises from: (a) Customer's use of the Services or Customizations in combination with technology or services not provided by Smartsheet if the Services …
Smartsheet has no obligation or liability under this Section 7.1 to the extent any Claim Against Customer arises from...Customer Content
Smartsheet has no obligation or liability under this Section 7.1 to the extent any Claim Against Customer arises from...Smartsheet's compliance with designs, specifications, or instructions provided in writing by Customer if such infringement would not have occurred but for such …