Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversary.” (b) In the event that any person or entity not a party hereto shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could result in any Loss to a party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.2, such indemnified party shall notify the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party or the indemnified party, as the case may be, shall act in good faith and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentence.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Green Bancorp, Inc.), Purchase and Assumption Agreement (Green Bancorp, Inc.)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary expiration of twelve (as defined below12) months after the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed twelve (12) month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen within such twelve (1812) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within ten (except as expressly provided to the contrary herein10) with respect to the defense business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten (10) business days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (BNC Bancorp), Purchase and Assumption Agreement (Hampton Roads Bankshares Inc)
Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary one (as defined below1) year anniversary of the Closing Date by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversary.”
(b) In the event that If any person or entity not a party hereto to this Agreement, including any governmental authority, shall make any demand or claim or file or make or threaten to file or make any lawsuitlawsuit or other action or investigation, which demand, claim claim, lawsuit, action or lawsuit could investigation may result in any Loss to a party hereto of the kind for which such party is entitled to may seek indemnification pursuant to Section 4.1 2.1 or Section 4.22.2 hereof, such indemnified party shall notify the indemnifying party of such demand, claim or lawsuit in writing within thirty ten (3010) calendar business days of such demand, claim, filing filing, making or threat specifying in reasonable detail the source of the Loss or potential Lossthreat; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying indemnified party is actually prejudiced by such failure to be given give such notice. Following receipt of notice of a demand, claim claim, lawsuit, action or lawsuitinvestigation, the indemnifying party (or its designee) shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigationmatter, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party (or its designee) has not assumed the defense thereof. If the indemnifying party elects to defend; provided, compromise or settle such demandhowever, claim or lawsuit, the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party that any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) the defense of right to participate, at its own expense, with respect to such claim, demand, claim action or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that partyproceeding. In effecting the settlement of any such demand, claim or lawsuitmatter, the indemnifying party (or its designee), or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent toin writing, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party (or its designee) shall not be liable for any settlement not made in accordance with the preceding sentence. Each party shall cooperate fully with the other party in connection with the defense of any such matter, and shall provide the other party with access to the properties, books and records and personnel of the Branches as the other party may deem appropriate in connection with the defense of such matter.
Appears in 2 contracts
Samples: Branch Purchase and Assumption Agreement (Greene County Bancshares Inc), Branch Purchase and Assumption Agreement (Greene County Bancshares Inc)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) first anniversary of the date on which the Effective Time occurred by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim Claims not made within such period shall not be eligible for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 indemnification and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarydeemed waived and relinquished.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within ten business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten business days of its receipt of the written notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (New Peoples Bankshares Inc), Purchase and Assumption Agreement (Eastern Virginia Bankshares Inc)
Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following first anniversary of the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to 1) the representations and warranties contained in Section 5.76.3 or Section 7.3, and Section 5.15, as such claims which may be made for until the applicable statute sixth anniversary of limitations periodthe Effective Time, and claims for indemnity with respect to (2) the representations and warranties contained in Section 5.116.14, as such claims which may be made until February 19at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto, 2020 and (3) Section 5.1(c), Section 5.1(d), or Section 5.2(c), which may be made at any time after the Effective Time), and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation AnniversaryCLAIM LIMITATION ANNIVERSARY.”
(b) In the event that any person Person or entity not a party hereto shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could result in any Loss to a party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 5.1 or Section 4.25.2, such indemnified party shall notify the indemnifying party of such demand, claim or lawsuit in writing within thirty twenty (3020) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Lossthreat; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, and unless counsel to the indemnified party shall have determined in good faith that the assumption of such defense by the indemnifying party would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) joining the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing good faith that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), ) with counsel not reasonably objected to by the indemnifying party and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party party, or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentence.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (Bryn Mawr Bank Corp)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to twelve (12) months after the applicable Claim Limitation Anniversary (as defined below) Effective Date by the giving of a written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed twelve (12) month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen within such twelve (1812) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within five (except as expressly provided to the contrary herein5) with respect to the defense days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten (10) days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 2 contracts
Samples: Purchase Agreement (Meta Financial Group Inc), Purchase Agreement (Meta Financial Group Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Section 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 18 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within seven (except as expressly provided to the contrary herein7) with respect to the defense calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) may retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (First Defiance Financial Corp), Purchase and Assumption Agreement (Rurban Financial Corp)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to 12 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 12 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Bancfirst Corp /Ok/), Purchase and Assumption Agreement (Abc Bancorp)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) expiration of 12 months after the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 12 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within ten business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten business days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Virginia Financial Group Inc), Purchase and Assumption Agreement (Virginia Financial Group Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to twelve (12) months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party, provided that any claims for indemnity arising from fraud or intentional misrepresentation may be made at any time prior to the expiration of the applicable statute of limitations or repose. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed claim period, the indemnity relating to such claim shall survive until such claim is resolved. No Claims not made within such claim for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, 18 at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Newsouth Bancorp Inc)
Claims for Indemnity. (a) A Except as provided otherwise in Section 4.1(b) hereof, a claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 12 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person individual, association, corporation, limited liability company, partnership, limited liability partnership, trust, firm, or other entity (a "Person") not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim claim, or lawsuit could may result in any Loss liability, damage, or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim claim, or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim claim, or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim claim, or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in their discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim claim, or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party, and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (CNB Financial Services Inc)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary expiration of twelve (as defined below12) months the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed twelve (12) month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen within such twelve (1812) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within ten (except as expressly provided to the contrary herein10) with respect to the defense business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten (10) business days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Ecb Bancorp Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to (i) 120 months after the applicable Claim Limitation Anniversary Effective Time in case of a claim under Section 4.1(a)(ii) and (as defined belowii) 24 months after the Effective Time for all other items by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Huntington Bancshares Inc/Md)
Claims for Indemnity. (a) A claim for indemnity under Sections 6.09 or 6.10 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) expiration of 24 months after the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 24 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may shall be made for the applicable statute of limitations claims which are not made within such 24 month period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversary.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 6.09 or Section 4.26.10, such then, after notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within ten business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten business days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Stock Purchase Agreement (Citizens First Bancorp Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to (i) 120 months after the applicable Claim Limitation Anniversary Effective Time in case of a claim under Section 4.1(a)(ii), and (as defined belowii) 24 months after the Effective Time for all other items, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person individual, association, corporation, limited liability company, partnership, limited liability partnership, trust, firm, or other entity (a "Person") not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim claim, or lawsuit could may result in any Loss liability, damage, or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim claim, or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim claim, or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim claim, or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in their discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim claim, or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party, and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of their receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First United Corp/Md/)
Claims for Indemnity. (a) A claim for indemnity shall under Section 3.1 of this Agreement may be made by the claiming party Purchaser at any time prior to 60 months after the applicable Claim Limitation Anniversary (as defined below) Effective Date by the giving of written notice thereof to the other partySeller. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 60 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 60 month-period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a party hereto Purchaser of the kind for which such party Purchaser is entitled to indemnification pursuant to Section 4.1 or Section 4.23.1 hereof, such indemnified party shall notify the indemnifying party then, after written notice is provided by Purchaser to Seller of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party Seller shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) for Purchaser to defend any such demand, claim or lawsuit, and . In the indemnifying party event that Seller shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, the indemnified party then Purchaser shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that partySeller. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party or the indemnified party, as the case may be, Purchaser shall act in good faith faith, shall consult with Seller and shall enter into only such settlement as Seller shall approve (which will be implied if Seller does not respond within ten days after its receipt of the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent notice of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (C & S Bancorporation Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to twelve (12) months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed twelve (12) month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen within such twelve (1812) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e)month period shall cease, Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within five (except as expressly provided to the contrary herein5) with respect to the defense calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will not be liable for any unreasonably withheld and will be implied if it does not respond within ten (10) calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Bancorp /Nc/)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary expiration of twelve (as defined below12) months the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed twelve (12) month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen within such twelve (1812) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within ten (except as expressly provided to the contrary herein10) with respect to the defense business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten (10) business days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Hampton Roads Bankshares Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Section 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 24 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefore.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) may retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Second Bancorp Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 12 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 12 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Republic Bancshares Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Section 3.1 of this Agreement may be made by the claiming any party at any time prior to 24 months after the applicable Claim Limitation Anniversary (as defined below) Effective Date by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 24 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 24 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a any party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying other party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying other party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the indemnifying event that other party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent to, such consent approve (the other party's approval will be implied if it does not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without respond within ten days after its receipt of the consent notice of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Pab Bankshares Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to 24 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 24 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 24 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 Sections 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Claims for Indemnity. (a) A claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 24 months after the Effective Time, except for any claims for non-payment of taxes, which right to make a claim for indemnity shall expire upon the expiration of the applicable Claim Limitation Anniversary (as defined below) statute of limitations, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person individual, association, corporation, limited liability company, partnership, limited liability partnership, trust, firm, or other entity (a “Person”) not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim claim, or lawsuit could may result in any Loss liability, damage, or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim claim, or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim claim, or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim claim, or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in their discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim claim, or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party, and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten calendar days of their receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Ohio Legacy Corp)
Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary one (as defined below1) year anniversary of the Closing Date by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversary.”
(b) In the event that If any person or entity not a party hereto to this Agreement, including any governmental authority, shall make any demand or claim or file or make or threaten to file or make any lawsuitlawsuit or other action or investigation, which demand, claim claim, lawsuit, action or lawsuit could investigation may result in any Loss to a party hereto of the kind for which such party is entitled to may seek indemnification pursuant to Section 4.1 2.1 or Section 4.22.2 hereof, such indemnified party shall notify the indemnifying party of such demand, claim or lawsuit in writing within thirty ten (3010) calendar business days of such demand, claim, filing filing, making or threat specifying in reasonable detail the source of the Loss or potential Lossthreat; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying indemnified party is actually prejudiced by such failure to be given give such notice. Following receipt of notice of a demand, claim claim, lawsuit, action or lawsuitinvestigation, the indemnifying party (or its designee) shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigationmatter, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party (or its designee) has not assumed the defense thereof. If the indemnifying party elects to defend; provided, compromise or settle such demandhowever, claim or lawsuit, the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party that any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) the defense of right to participate, at its own expense, with respect to such claim, demand, claim action or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that partyproceeding. In effecting the settlement of any such demand, claim or lawsuitmatter, the indemnifying party (or its designee), or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent toin writing, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party (or its designee) shall not be liable for any settlement not made in accordance with the preceding sentence. Each party shall cooperate fully with the other party in connection with the defense of any such matter, and shall provide the other party with access to the properties, books and records and personnel of the Branch as the other party may deem appropriate in connection with the defense of such matter.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (River Valley Bancorp)
Claims for Indemnity. (a) A claim for indemnity shall under Section 9.04 or 9.05 of this Agreement may be made by the claiming party at any time prior to during the applicable Claim Limitation Anniversary (as defined below) survival period set forth in Section 12.02, by the giving of written notice thereof to the other party. Such written notice shall will set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall will survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period will cease and no indemnity for claims under Section 4.1 or Section 4.2 shall will be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity Person not a party hereto shall make to this Agreement makes any demand or claim or file files or threaten threatens to file any lawsuit, which demand, claim or lawsuit could may result in any Loss Losses to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 9.04 or Section 4.29.05 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall will have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit; provided, however, that the indemnified party will be entitled to participate in any such defense with separate counsel, at the indemnifying party’s cost and expense, if (i) so requested by the indemnifying party to participate, (ii) the indemnified party determines in good faith that a conflict or potential conflict exists between the interests of the indemnified party and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel that would make such separate representation advisable, or any other expenses (except as expressly provided to the contrary hereiniii) with respect to the defense of such demand, claim or litigationlawsuit is based upon or otherwise involves an investigation, inquiry, or other than reasonable fees and expenses of counsel employed proceeding by a Governmental Authority. In the indemnified party for any period during which event that the indemnifying party has not assumed the defense thereof. If the indemnifying party elects fails to defend, compromise or settle respond within ten (10) calendar days after receipt of such notice of any such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) may retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, an indemnified party will act in good faith, will consult with the indemnifying party or the indemnified party, as the case may be, shall act in good faith and shall will enter into only such settlement as the other indemnifying party shall consent towill approve (the indemnifying party’s approval will be implied if it does not respond within ten (10) calendar days of its receipt of the notice of such settlement offer), such consent approval not to be unreasonably withheld. In addition, in the event that the indemnifying party exercises the foregoing option to defend any such demand, claim or lawsuit, in effecting the settlement of any such demand, claim or lawsuit, an indemnifying party will act in good faith, will consult with the indemnified party and will enter into only such settlement as the indemnified party will approve (the indemnified party’s approval will be implied if it does not respond within ten (10) calendar days of its receipt of the notice of such settlement offer), such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall not be liable for required to approve any settlement settlement, compromise, discharge or consent to an entry of judgment in each case if it (i) obligates the indemnifying party to pay the full amount of the liability in connection with such claim and unconditionally releases the indemnified party and its Affiliates from all liability or obligation in connection with such claim and (ii) does not made in accordance with impose injunctive or other non-monetary relief against the preceding sentenceindemnified party or its Affiliates, or their respective businesses.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Consumers Bancorp Inc /Oh/)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) expiration of 12 months after the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 12 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefore.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within ten business days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten business days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Chemung Financial Corp)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) first anniversary of the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is finally resolved. No claim for indemnity under Section 4.1 or Section 4.2 may The foregoing indemnities shall terminate and be of no further force and effect as to any claims not made at within such 12 month period, provided that this section shall not relieve Purchaser of any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity of its obligations with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 liabilities and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversaryobligations expressly assumed hereunder.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim claim, action, suit, protest, or lawsuit could other proceeding or litigation which may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim claim, action, suit, protest, or lawsuit, and other proceeding or litigation. In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five business days after receipt of such claim notice of any such demand, claim, action, protest, or other proceeding or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim claim, action, protest, or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be other proceeding or litigation as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement or compromise of any such demandproceeding, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten business days of its receipt of the notice of such proposed settlement not made in accordance with the preceding sentenceor compromise).
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Crescent Banking Co)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 12 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 12 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days alter receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Republic Bancshares Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Section 9.04 or 9.05 of this Agreement may be made by the claiming party at any time prior to 24 months after the applicable Claim Limitation Anniversary (as defined below) Closing Date, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefore.”
(b) In the event that any person Person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 9.04 or Section 4.29.05 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) may retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Nb&t Financial Group Inc)
Claims for Indemnity. (a) A claim for indemnity shall under SECTIONS 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to twelve (12) months after the applicable Claim Limitation Anniversary (as defined below) Effective Time by the giving of written notice thereof to the other party, provided that any claims for indemnity arising from fraud or intentional misrepresentation may be made at any time prior to the expiration of the applicable statute of limitations or repose. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed twelve (12) month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen within such twelve (1812) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e)month period shall cease, Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 SECTION 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses respond within five (except as expressly provided to the contrary herein5) with respect to the defense calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will not be liable for any unreasonably withheld and will be implied if it does not respond within ten (10) calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First South Bancorp Inc /Va/)
Claims for Indemnity. (a) A claim for indemnity shall under Section 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to 24 months after the applicable Claim Limitation Anniversary (as defined below) Effective Time, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such within, the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Camco Financial Corp)
Claims for Indemnity. (a) A claim for indemnity under Sections 3.1 or 3.2 of this Agreement shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) first anniversary of the date on which the Effective Time occurred by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that If any bona fide such claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim Claims not made within such period shall not be eligible for indemnity under Section 4.1 or Section 4.2 may be made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 indemnification and Section 7.12 (collectively, the “FDIC Covenants”), as such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarydeemed waived and relinquished.”
(b) In the event that If any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects shall fail to defend, compromise or settle respond within 10 business days after receipt of such notice of any such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the any settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party’s approval will be implied if it does not be liable for any respond within 10 business days of its receipt of the written notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First National Corp /Va/)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to (i) 120 months after the applicable Claim Limitation Anniversary Effective Time in case of a claim under Section 4.1(a)(ii), and (as defined belowii) 24 months after the Effective Time for all other items, by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such within, the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 or Section 4.24.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five calendar days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten calendar days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (First Shares Bancorp Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to 24 months after the applicable Claim Limitation Anniversary (as defined below) Effective Date by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such the prescribed 24 month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 24 month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, lawsuit and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to as it may in its discretion deem proper. In the event that the indemnifying party (which shall be at the cost and expense fail to respond within five days after receipt of such notice of any such demand, claim or lawsuit, then the indemnified party unless (1) shall retain counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume and conduct the defense of such demand, claim or lawsuit within a reasonable period as it may in its discretion deem proper, at the cost and expense of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that indemnifying party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (West Bancorporation Inc)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary (as defined below) first anniversary of the Effective Time by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is finally resolved. No claim for indemnity under Section 4.1 or Section 4.2 may The foregoing indemnities shall terminate and be of no further force and effect as to any claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations 12 month period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversary.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim claim, action, suit, protest, or lawsuit could other proceeding or litigation which may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim claim, action, suit, protest, or lawsuit, and other proceeding or litigation. In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five days after receipt of such claim notice of any such demand, claim, action, protest, or other proceeding or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim claim, action, protest, or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be other proceeding or litigation as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement or compromise of any such demandproceeding, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within ten days of its receipt of the notice of such proposed settlement not made in accordance with the preceding sentenceor compromise).
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Bank Corp of Georgia)
Claims for Indemnity. (a) A claim for indemnity shall under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to 12 months after the applicable Claim Limitation Anniversary (as defined below) Effective Date by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide such claim is made within such prescribed 12-month period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity under Section 4.1 or Section 4.2 may be Claims not made at any time at or after the date eighteen (18) months following the Effective Time (excluding claims for indemnity with respect to the covenants contained in Section 1.5(e), Section 7.10(b), Section 7.10(c), Section 7.11 and Section 7.12 (collectively, the “FDIC Covenants”), as within such claims may be made until February 19, 2020, claims for indemnity with respect to the representations and warranties contained in Section 5.7, and Section 5.15, as such claims may be made for the applicable statute of limitations period, and claims for indemnity with respect to the representations and warranties contained in Section 5.11, as such claims may be made until February 19, 2020 12-month period shall cease and no indemnity for claims under Section 4.1 or Section 4.2 shall be available thereafter in accordance with the provisions of this Article IV. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the “Claim Limitation Anniversarymade therefor.”
(b) In the event that any person or entity not a party hereto to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could may result in any Loss liability, damage or loss to a one party hereto of the kind for which such party is entitled to indemnification pursuant to Section 4.1 3.1 or Section 4.23.2 hereof, such then, after written notice is provided by the indemnified party shall notify to the indemnifying party of such demand, claim or lawsuit in writing within thirty (30) calendar days of such demand, claim, filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any failure by the indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying party shall have the option, at its own cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by for the indemnified party) party to defend any such demand, claim or lawsuit, and . In the event that the indemnifying party shall not be liable fail to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense respond within five days after receipt of such claim or litigation, other than reasonable fees and expenses notice of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party elects to defend, compromise or settle such demand, claim or lawsuit, then the indemnified party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified party shall have the option of participating in (but not controlling) retain counsel and conduct the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying party (which shall be as it may in its discretion deem proper, at the cost and expense of the indemnified party unless (1) counsel to the indemnified party reasonably determines in writing that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying an indemnified party or the indemnified party, as the case may be, shall act in good faith faith, shall consult with the indemnifying party and shall enter into only such settlement as the other party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying party may enter into a settlement without the consent of an indemnified party so long as such settlement contains an unconditional release of such indemnified party from all liabilities arising out of such demand, claim or lawsuit. An indemnifying party shall approve (the indemnifying party's approval will be implied if it does not be liable for any respond within 10 days of its receipt of the notice of such settlement not made in accordance with the preceding sentenceoffer).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Union Bankshares Corp)