Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient of the Hospital served both prior to Closing and subsequent to Closing will be the responsibility of either Buyer or Seller in accordance with the following guidelines: (i) if it is a claim in which clearly the incident giving rise to liability arose prior to Closing, Seller shall respond to the loss and defense expenses; (ii) if it is a claim in which clearly the incident giving rise to liability arose subsequent to Closing, Buyer shall respond to the loss and defense expenses; and (iii) in the event that the incident giving rise to liability as to time is not clear, Seller and Buyer will jointly defend the case and each will fully cooperate with the other in such defense. Once the case is closed, if Buyer and Seller cannot agree to the allocation of both indemnity and expenses, then the matter shall be submitted to binding arbitration in accordance with the rules and procedures of the American Arbitration Association.
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient served both prior to the 34 40 Transaction Effective Date and subsequent to the Transaction Effective Date will be the responsibility of either Parent or Shareholder in accordance with the following guidelines: (i) if it is a claim in which the incident giving rise to liability clearly arose prior to the Transaction Effective Date, Shareholder shall respond to the loss and defense expenses; (ii) if it is a claim in which the incident giving rise to liability clearly arose on or after the Transaction Effective Date, Parent shall respond to the loss and defense expenses; and (iii) in the event that the incident giving rise to liability as to time is not clear, Shareholder and Parent will jointly defend the case and each will fully cooperate with the other in such defense. Once the case is closed, if Parent and Shareholder cannot agree to the allocation of both indemnity and expenses, then the matter shall be submitted to binding arbitration in Los Angeles California in accordance with the rules and procedures of the American Arbitration Association. Notwithstanding anything seemingly to the contrary contained herein, no indemnification shall be made hereunder until agreed to by the parties hereto or settled in arbitration.
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient served both prior to the Transaction Effective Date and subsequent to the Transaction Effective Date will be the responsibility of either Parent or Shareholders in accordance with the following guidelines: (i) if it is a claim in which the incident giving rise to liability clearly arose prior to the Transaction Effective Date, Shareholders shall respond to the loss and defense expenses; (ii) if it is a claim in which the incident giving rise to liability clearly
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient served both prior to the Effective Date and subsequent to the Effective Date will be the responsibility of either Buyer on the one hand or JGM, JSM, WKM and the Partnership Shareholders, in accordance with the following guidelines: (i) if it is a claim in which the incident giving rise to liability clearly arose prior to the Effective Date, JGM, JSM, WKM and the Partnership Shareholders will jointly and severally respond to the loss and defense expenses; (ii) subject to the other provisions of this Agreement, if it is a claim in which the incident giving rise to liability clearly arose on or after the Effective Date, Buyer will respond to the loss and defense expenses; and (iii) if the incident giving rise to liability as to time is not clear, JGM, JSM, WKM and the Partnership Shareholders and Buyer will jointly defend the case and each will fully cooperate with the other in such defense.
Claims by a Straddle Patient. Any Claim by a patient relating to ---------------------------- professional negligence or similar matters involving a patient of the Hospital or any of the Related Assets served both prior to Closing and subsequent to Closing will be the responsibility of either Buyer or Seller in accordance with the following guidelines; (i) if it is a Claim in which the incident giving rise to liability clearly arose prior to Closing, Seller shall respond to the loss and defense expenses; (ii) if it is a Claim in which the incident giving rise to liability clearly arose subsequent to Closing, Buyer shall respond to the loss and defense expenses; and (iii) in the event that it is not clear when the incident giving rise to liability arose, Seller and Buyer will jointly defend the case and each will fully cooperate with the other in such defense. Once the case is closed, if Buyer and Seller cannot agree to the allocation of either indemnity or expenses, then the matter shall be submitted to binding arbitration in the State of Mississippi in accordance with the rules and procedures of the American Arbitration Association.
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient of the Hospital served both prior to Closing and subsequent to Closing will be the responsibility of either Buyer or Sellers and Shareholders in accordance with the following guidelines: (i) if it is a claim in which clearly the incident giving rise to liability arose prior to Closing, Sellers and Shareholders shall respond to the loss and defense expenses; (ii) if it is a claim in which clearly the incident giving rise to liability arose subsequent to Closing, Buyer shall respond to the loss and defense expenses; and (iii) in the event that the incident giving rise to liability as to time is not clear, Shareholders and Sellers on the one hand and Buyer on the other, will jointly defend the case and each will fully cooperate with the other in such defense. Once the case is closed, if Buyer and Shareholders and Sellers cannot agree to
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient served both prior to the Effective Date and subsequent to the Effective Date will be the responsibility of either Buyer, on the one hand, or Seller and Shareholder, jointly and severally, on the other hand, in accordance with the following guidelines: (a) if it is a claim in which the incident giving rise to liability clearly arose prior to the Effective Date, Seller and Shareholder will respond to the loss and defense expenses; (b) if it is a claim in which the incident giving rise to liability clearly arose on or after the Effective Date, Buyer will respond to the loss and defense expenses; and (c) in the event that the incident giving rise to liability as to time is not clear, Seller, Shareholder and Buyer will jointly defend the case and each will fully cooperate with the others in such defense.
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient served both prior to the
Claims by a Straddle Patient. Any claim by a resident relating to professional negligence or similar matters involving a resident of a Facility served prior to the Transfer Date and/or subsequent to the Transfer Date or any claims made by or for any third parties for personal injury or death occurring at a Facility will be the responsibility of either Assignee or Lessee in accordance with the following guidelines: (i) if it is a claim in which clearly the incident giving rise to liability arose during Lessee's use and occupancy of the Facility but prior to the Transfer Date, Lessee shall respond to, and will hold harmless and indemnify Assignee from and against, the claim and defense expenses; (ii) if it is a claim in which clearly the incident giving rise to liability arose subsequent to the Transfer Date, Assignee shall respond to, and will hold harmless and indemnify Assignee from and against, the claim and defense expenses; and (iii) in the event that the incident giving rise to liability as to time is not clear, Lessee and Assignee will jointly defend the claim and each will fully cooperate with the other in such defense. Once the claim is settled, closed or otherwise disposed of, if Assignee and Lessee cannot agree to the allocation of both indemnity and expenses, then the matter shall be submitted to binding arbitration in accordance with the rules and procedures of the American Arbitration Association.
Claims by a Straddle Patient. Any claim by a patient relating to professional negligence or similar matters involving a patient served both prior to the Effective Date and subsequent to the Effective Date will be the responsibility of either Buyer or Shareholders in accordance with the following guidelines: (i) if it is a claim in which the incident giving rise to liability clearly arose prior to the Effective Date, Shareholders shall jointly and severally respond to the loss and defense expenses; (ii) subject to the other provisions of this Agreement, if it is a claim in which the incident giving rise to liability clearly arose on or after the Effective Date, Buyer shall respond to the loss and defense expenses; and (iii) in the event that the incident giving rise to liability as to time is not clear, Shareholders and Buyer will jointly defend the case and each will fully cooperate with the other in such defense. Once the case is closed, Buyer and Shareholders shall agree to the allocation of both indemnity and expenses.
