Claims for Indemnification Sample Clauses

Claims for Indemnification. All claims for indemnification by the Indemnitees will be asserted and resolved in accordance with the terms of this ARTICLE VIII (Indemnification). (a) To seek indemnification pursuant to this ARTICLE VIII (Indemnification), an Indemnitee will promptly notify the applicable indemnitor (as applicable, the “Indemnitor”) in writing of the claim, describing the claim in reasonable detail and the amount, or a reasonable estimation of such amount made in good faith based on the facts known at the time and not on a purely speculative basis, of Losses suffered or to be suffered by the Indemnitee pursuant to the claim (the “Claims Notice”); provided, that a failure of any Indemnitee to promptly notify the Indemnitor of a claim will not relieve the Indemnitor from liability for such claim, except and only to the extent that the Indemnitor actually and materially was prejudiced by such delay. If the Indemnitor does not notify the Indemnitee in writing within twenty (20) days from its receipt of such Claims Notice that the Indemnitor disputes such claim, the Indemnitor will be deemed to have accepted and agreed to indemnify the Indemnitee from and against the entirety of any Losses described in such Claims Notice. If the Indemnitor has delivered such an indemnity dispute notice to the Indemnitee, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution to such dispute. (b) With respect to any claim for indemnification pursuant to this ARTICLE VIII (Indemnification) that does not involve a Third-Party Claim, each of the Indemnitee and Indemnitor will reasonably cooperate and assist the other in determining the validity of such claim and in otherwise resolving such claim; provided, that no Person will be required by this clause to disclose any confidential information or take any action that would reasonably be expected, at the advice of counsel, to waive or limit any attorney-client or other similar privilege. (c) With respect to any claim for indemnification pursuant to this ARTICLE VIII (Indemnification) that does involve a Third-Party Claim, the Indemnitor will have twenty (20) days from the date on which the Indemnitor received the Claims Notice to notify the Indemnitee in writing that the Indemnitor desires to assume and to assume, the negotiation, defense or prosecution of the Third-Party Claim, with counsel of its choice. Should the Indemnitor so assume the negotiation, defense or prosecution of a Third-Party Claim, then so long as...

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.

Claims for Indemnification. 28 7.4 Defense by the Indemnifying Party.......................................29

Claims for Indemnification. If Kintera or the Merger Sub becomes aware of any Losses for which any member of the Purchaser Group will seek indemnification, Kintera or the Merger Sub shall deliver to the Escrow Agent, with a copy to the Stockholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Stockholders' Agent does not object to such claims within thirty (30) calendar days of the delivery of the Officer's Certificate to the Stockholders' Agent, after delivery of a written notice of cancellation (the "Cancellation Notice") to the Stockholders' Agent, Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. If the Stockholders' Agent objects to such claims within such thirty (30) day period, Kintera shall not receive from the Escrow Agent shares of Escrow Securities and shall not notify the Escrow Agent to release to Kintera shares of Escrow Securities until such objection is resolved to the mutual satisfaction of Stockholders' Agent and Kintera or pursuant to a final, non-appealable court order. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Claims for Indemnification. (i) Whenever any claims shall arise for indemnification under this Agreement, the Indemnified Party shall notify the Corporation promptly and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such claim. The notice shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom. (ii) Any indemnification under this Agreement shall be made no later than 30 days after receipt by the Corporation of the written notification specified in Section 1(b)(i), unless a determination is made within such 30 day period by (X) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the mater described in the notice of (Y) independent legal counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnified Party has not met the relevant standards for indemnification under this Agreement.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. 36 11.4 Survival....................................................40 11.5 Limitations.................................................41 12.0 Miscellaneous.........................................................42