Additional Rules and Procedures Sample Clauses

Additional Rules and Procedures. The obligations of CGG and the Purchasers to indemnify each other pursuant to this Article VII shall also be subject to the following limitations and exclusions: 7.7.1 An Indemnified Party shall only be entitled to make a Claim pursuant to this Article VII in respect of a representation or warranty contained in this Agreement if a Claim Notice is properly given within the time periods provided for in Sections 7.1 and 7.2, as the case may be; 7.7.2 No Claim may be made by the Purchasers or CGG, and no amount shall be due by CGG or the Purchasers in respect of any such Claim, unless and only to the extent that after application of the provisions of this Article VII: (A) the amount of Damages in respect of which the relevant party is entitled to be indemnified as a result of any individual claim exceeds $50,000; and (B) the cumulative and aggregate amount of all Damages in respect of which the relevant party is obligated to indemnify the other party under the preceding clause (A) exceeds $250,000. Notwithstanding the foregoing, as between the parties, the foregoing limitations constitute deductibles and CGG, on the one hand, and the Purchasers, on the other hand, shall be liable to indemnify each other only for Damages in excess of such amounts. (A) Except for those circumstances where CGG has made any fraudulent or intentional misrepresentation or breach with respect to any of its representations, warranties, agreements or covenants contained in this Agreement, and notwithstanding any other provision in this Agreement, in no event shall the aggregate amount of Damages for which the Purchasers (collectively) may claim hereunder, and for which CGG may be liable, exceed Seven Million US Dollars (US$7,000,000). (B) Except for those circumstances where any of the Purchasers has made any fraudulent or intentional misrepresentation or breach with respect to any of its respective representations, warranties, agreements or covenants contained in this Agreement, and notwithstanding any other provision in this Agreement, in no event shall the aggregate amount of Damages for which CGG may claim hereunder, and for which the Purchasers (collectively) may be liable, exceed Five Million US Dollars (US$5,000,000). 7.7.4 No claim in respect of Taxes shall entitle the Purchasers to indemnification if it corresponds to a mere change in the time when a Tax should have been paid or if such Tax can effectively be deducted or recovered by the relevant Company (except that the Purch...

Additional Rules and Procedures. To the extent that the rules and procedures for the conduct of a meeting of the Partners are not prescribed in this Agreement, the rules and procedures will be determined by the General Partner.

Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnitee may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party. (b) The Indemnitee and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an officer who shall keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.

Additional Rules and Procedures. To the extent that the rules and procedures for the conduct of a meeting of the Limited Partners are not prescribed in this Agreement, the rules and procedures will be determined by the chairman of the meeting.

Additional Rules and Procedures. The Panel may adopt such rules and procedures as it deems necessary and appropriate for the discharge of its duties under the STATE Fee Payment Agreement and this Protocol, subject to the terms of the STATE Fee Payment Agreement and this Protocol.

Additional Rules and Procedures. ‌ To the extent that the rules and procedures for the conduct of a meeting of the Limited Partners are not prescribed in this Agreement, the rules and procedures will be determined by the Partnership GP, including without limitation, and for certainty, any procedures determined by the Partnership GP to be reasonably necessary to allow for the orderly conduct of a meeting of Limited Partners held in accordance with Section 11.27 hereof.‌

Additional Rules and Procedures. If any Third Party Claim is of a nature such that YC is required by Applicable Law to make a payment to any Person with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, YC may make such payment and the Vendor shall, forthwith after demand by YC, reimburse YC for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Vendor to YC, YC shall, forthwith after receipt of the difference from the third Person, pay such difference to the Vendor. YC and the Vendor shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with legal counsel at all reasonable times.

Additional Rules and Procedures. The obligations of the Vendor to indemnify the Purchaser in respect of Claims shall also be subject to the following :

Additional Rules and Procedures. Notwithstanding any other provision of this Agreement, the obligation of the Vendor to indemnify an Indemnified Party shall be subject to the following: 6.4.1. Any Claim arising as a result of a breach of a representation or warranty contained in this Agreement shall be made not later than the date on which, pursuant to section 3.4. such representation or warranty terminated. 6.4.2. The Vendor's obligation to indemnify the Indemnified Party shall apply only to the extent that the Claims of one or more Indemnified Parties, including the Claim in question, exceed $1,000,000 in the aggregate; provided that this limitation shall not apply to the Claims referred to in sections 6.1.3, 6.1.4 or 6.1.5 in respect of which Claims the Vendor shall have an absolute obligation to indemnify in accordance with such sections and any such Claims shall not be treated as Claims in calculating the aggregate amount of Claims for the purposes of this section 6.4.2. 6.4.3. In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Vendor shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment, subject to the limitation in section 6.4.

Additional Rules and Procedures. The obligation of the Jasc Stockholders to indemnify the Corel Indemnified Parties in respect of Claims will also be subject to the following: 6.4.1 Any Claim arising as a result of a breach of a representation or warranty contained in sections 3.1 or 3.2 will be made not later than the date on which, pursuant to section 3.6, that representation or warranty terminated.