Claim for Indemnification. A Rani Indemnitee or a Celltrion Indemnitee (the “Indemnified Party”) seeking indemnification under this Article 12 (Indemnification) will promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense.
Claim for Indemnification. Any party seeking indemnification under the provisions of this Agreement, within ninety (90) days after the time it discovers that it has a claim against another party (a "Personal Claim") or promptly upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it which relates to this Agreement (a "Third-Party Claim"), shall give written notice of such claim, or the commencement of such action, to the party from whom indemnification will be sought hereunder.
Claim for Indemnification. (a) Any claim for indemnification must be made by a written notice to the Party against whom indemnification is sought. Such notice shall specify in reasonable detail the particulars of the claim for indemnity and the basis upon which indemnity is claimed.
(b) Any claim for indemnification shall be denominated in U.S. Dollars and paid in cash.
(c) Notwithstanding anything in this Purchase Agreement to the contrary, the aggregate value of the indemnification payments made by either the Seller or the Purchaser hereunder shall be limited as follows:
(i) the indemnification for Damages based on a claim of fraud shall be unlimited;
(ii) the indemnification for Damages based on a claim arising under any of the representations and warranties set out in Sections 3.4 (Capitalization), 3.5 (Title to the Shares; Transfer of Title), 3.16 (Taxes) and 3.19 (Intellectual Property) shall be limited to the Adjusted Purchase Price;
(iii) the indemnification for Damages based on a claim arising under Section 7.1 or Section 7.2 shall be limited to $2,000,000; provided, however, that solely for purposes of this Section 9.3(c)(iii), the definition of Damages shall include (i) damages awarded against the FRS Businesses to a customer of the FRS Businesses by a court of competent jurisdiction as a direct result of Seller’s breach of the provisions of Section 7.1 or Section 7.2 of this Purchase Agreement, and (ii) damages given to a customer of the FRS Businesses in settlement of a claim directly arising out of Seller’s breach of Section 7.1 or Section 7.2 of this Purchase Agreement in which Seller has approved the settlement in writing (such approval not to be unreasonably withheld); and
(iv) the indemnification for Damages for all other claims arising hereunder shall be limited to 22.5% of the Adjusted Purchase Price.
(d) Additionally, no Party shall be entitled to indemnification payments until the aggregate amount of Damages for which it would otherwise be entitled to receive such payments exceeds $500,000 in which case the other Party shall be liable for the full amount of Damages not just the excess, but subject to the limits set forth herein. This Section 9.3(d) shall not apply to the indemnification for Damages based on a claim arising (i) under any of the representations and warranties set out in Section 3.16 (Taxes) and (ii) under Section 7.1 or Section 7.2.
(e) The Seller shall have no liability in respect of any Damages unless the claim (or the aggregate of a series of ...
Claim for Indemnification. Sellers shall be given prompt written notice of each claim for indemnification under this Section 12, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. The Sellers’ Representative shall be given prompt notice of and shall then have the right to contest, negotiate or settle any such claim or demand through counsel of their own selection, satisfactory to Purchaser and Parent and solely at their own cost, risk, and expense. Notwithstanding the preceding sentence, the Company Representors or Seller Representors shall not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent of Purchaser and Parent, which consent shall not be unreasonably withheld or delayed. By way of illustration and not limitation it is understood that Purchaser and Parent may object to a settlement or compromise which includes any provision which in its reasonable judgment may have an adverse impact on or establish an adverse precedent to Purchaser and Parent or any of its subsidiaries. If the Sellers’ Representative fails to give written notice to Purchaser and Parent of their intention to contest or settle any such claim or demand within twenty (20) calendar days after Purchaser and Parent has notified the Sellers’ Representative that any such claim or demand has been made in writing and received by Purchaser and Parent, or if any such notice is given but any such claim or demand is not promptly contested by the Sellers’ Representative, Purchaser and Parent shall have the right to take on the defense of such third party claim and to satisfy and discharge the same by payment, compromise, or otherwise. The Company Representors, Seller Representors, Purchaser and Parent agree to cooperate and make available to Sellers all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Sellers’ defense against any such claim.
Claim for Indemnification. Whenever any claim shall arise for indemnification under this Article 8, the Party entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party from which it is seeking indemnification (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for the claim. The Indemnifying Party may, upon notice to the Indemnified Party, assume defense thereof at its own expense. The Indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall Indemnifying Party settle any claim without the prior consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money that would bind or impair the Indemnified Party.
Claim for Indemnification. Any party seeking indemnification under the provisions of this Agreement, within ninety (90) days after the time it discovers that it has a claim against another party (a "Personal Claim") or promptly upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it which relates to this Agreement (a "THIRD-PARTY CLAIM"), shall give written notice of such claim, or the commencement of such action, to the party from whom indemnification will be sought hereunder.
Claim for Indemnification. Sellers shall be given prompt written notice of each claim for indemnification under this Section 14, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. Sellers’ Representative and Purchaser shall instruct the Escrow Agent to pay to either the Company, Purchaser or NAVTEQ from the Escrow Amount an amount equal to any payment entitled to be received under Section 14.1, 14.2 or 14.4; provided that Purchaser or NAVTEQ may retain all or any portion of the Deferred Payment to satisfy any claim for indemnification under Section 14.1(h). If the Escrow Amount and/or the Deferred Payment are not sufficient to satisfy Certain Sellers’ or Sellers’ indemnification obligations set forth above, as the case may be, Certain Sellers or Sellers, as the case may be, shall remain liable for the deficiency. Certain Sellers or Sellers, as the case may be, shall be given prompt notice of and a reasonable opportunity to defend any claim against Purchaser, NAVTEQ or the Company by a third party which might result in a claim for indemnification under this Section 14. The Company, Purchaser and NAVTEQ agree to cooperate and make available to Sellers all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Sellers’ defense against any such claim.
Claim for Indemnification. Purchaser shall be given prompt written notice of each claim for indemnification under this Section 15, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. Purchaser shall be given prompt notice of and a reasonable opportunity to defend any claim against Sellers by a third party which might result in a claim for indemnification under this Section 15. Sellers agree to cooperate and make available to Purchaser all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Purchaser’s defense against any such claim.
Claim for Indemnification. No claim for indemnification will be valid unless made on or prior to the Survival Date, after which date the obligation to indemnify shall terminate with respect to any claim except those which were specifically identified in a notice given prior to the Survival Date.
Claim for Indemnification. For purposes of this Article XII, the party entitled to indemnification shall be known as the "Injured Party" and the party required to indemnify shall be known as the "Other Party." In the event that the Other Party shall be obligated to the Injured Party pursuant to this Article XII, or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Other Party may become obligated to the Injured Party hereunder, the Injured Party shall give prompt written notice to the Other Party of the occurrence of such event. The Other Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding at the Other Party's own cost and expense. The Injured Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choice. In the event that the Other Party fails to timely defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Injured Party shall have the right to defend, contest or otherwise protect against the same and may make any compromise or settlement thereof and recover the entire cost thereof from the Other Party, including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof.
