Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.
Conditions for Indemnification. A Person seeking recovery under this Section 7 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from whom indemnification is sought (the “Indemnifying Party”); and provided that the Indemnifying Party is not contesting its obligation under this Section 7, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; and further provided, that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 7.
Conditions for Indemnification. The Company shall indemnify and hold harmless to the fullest extent not prohibited by applicable law against all expense, liability, and loss (including without limitation attorneys’ fees, judgments, fines, excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered, an Indemnifiable Person if:
Conditions for Indemnification. A party seeking indemnification under this section shall
Conditions for Indemnification. The indemnification obligations under this Agreement will not apply unless the party claiming indemnification:
Conditions for Indemnification. The parties’ indemnification obligations hereunder shall apply only if (a) the party to be indemnified (the “indemnitee” notifies the party obligated to indemnify them (the “indemnitor”) in writing of a claim promptly upon learning of or receiving the same; and (b) the indemnitee provides the indemnitor with reasonable assistance requested by the indemnitor, at the indemnitor’s expense, for the defense and settlement, if applicable, of any claim. The indemnitee's failure to perform any obligations or satisfy any conditions under this Section 9.5 shall not relieve the indemnitor of its obligations hereunder except to the extent that the indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
Conditions for Indemnification. Members can apply for indemnification against a member’s declaration of Bankruptcy (and/or insolvency) and Non-Payment of Freight for any freight related transactions between member firms. Only freight charges for such undertakings as Airfreight, Oceanfreight and Inlandfreight can be included. Losses for duties and taxes or merchandise value are NOT covered and members are reminded to be especially prudent when making decisions for such advances. In truly exceptional circumstances – completely and exclusively at the discretion of the Board members may apply for full or part indemnification against freight losses incurred whereby members were caught in a shipper vs. consignee dispute totally beyond their control and proper due diligence. Any claim must be supported with proper documentation such as B/Ls, Waybills, AWBs, HAWBs and other such documentation as seems appropriate or is so requested by the Board. It is absolutely conditional upon the member firms to having notified the CPN Head Office of any such unsettled amounts in the regularly requested monthly A/R reports for 90+ days receivables. Failure to do consistently will negate any claim. The fund does not recognize interest or other claim related costs. The member receiving compensation from the Fund will assign all further (future) rights of claim to the Fund. The member applying for indemnification is not in default in paying its premiums and / or membership fee.
Conditions for Indemnification. The indemnity obligations set out in section 8 are subject to the following conditions: (a) The indemnitee giving prompt written notice to the indemnitor of any such claim(s); (b) The indemnitor at its option having sole control of the defence, including the completion or settlement of the claim; and (c) The indemnitee cooperating in the investigation and defence of such claim(s) at the indemnitor's request and expense.
Conditions for Indemnification. BioLine undertakings under Section 12.1 above shall be subject to: (a) receipt of prompt written notice of any Claim by a BGN lndemnitee, (b) the cooperation of BGN and the BGN Indemnitee(s) regarding the response to and the defense of any such Claim, and (c) BioLine's right to assume the defense or represent the interests of the BGN lndemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the BGN Indemnitee and to propose, accept or reject offers of settlement, all at its sole cost; provided however, that no such settlement shall be made without the written consent of the BGN Indemnitee, such consent not to be unreasonably withheld. Nothing herein shall prevent the BGN Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense.
Conditions for Indemnification. With respect to any indemnification obligations of either Party to the other Party under this Agreement, the following conditions must be met for such indemnification obligations to become applicable: (A) the indemnified Party shall notify the indemnifying Party promptly in writing of any claim which may give rise to an obligation on the part of the indemnifying Party hereunder; (B) the indemnifying Party shall be allowed to timely undertake the sole control of the defense of any such action and claim, including all negotiations for the settlement, or compromise of such claim or action at its sole expense; and (C) the indemnified Party shall render reasonable assistance, information, cooperation and authority to permit the indemnifying Party to defend such action, it being agreed that any out-of-pocket expenses or other expenses incurred by the indemnified Party in rendering the same shall be borne or reimbursed promptly by the indemnifying Party.
