Conditions Precedent to Indemnification. It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:
(a) give written notice to the Regional Counsel (Litigation Branch) of the Corporation in the manner and at the address provided in Section 13.7 of such claim as soon as practicable after such claim is made or threatened; provided, that notice must be given on or before the date which is six (6) years from the date of this Agreement;
(b) provide to the Receiver such information and cooperation with respect to such claim as the Receiver may reasonably require;
(c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to such claim;
(d) in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole discretion, to conduct the investigation, control the defense and effect settlement of such claim, including without limitation the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the expense of the Receiver; provided, that the Receiver shall have notified the Person claiming indemnification in writing that such claim is a claim with respect to which the Person claiming indemnification is entitled to indemnification under this Article XII;
(e) not incur any costs or expenses in connection with any response or suit with respect to such claim, unless such costs or expenses were incurred upon the written direction of the Receiver; provided, that the Receiver shall not be obligated to reimburse the amount of any such costs or expenses unless such costs or expenses were incurred upon the written direction of the Receiver;
(f) not release or settle such claim or make any payment or admission with respect thereto, unless the Receiver consents in writing thereto, which consent shall not be unreasonably withheld; provided, that the Receiver shall not be obligated to reimburse the amount of any such settlement or payment unless such settlement or payment was effected upon the written direction of the Receiver; and
(g) take reasonable action as the Receiver may request in writing as necessary to preserve, protect or enforce the r...
Conditions Precedent to Indemnification. It is a condition precedent to the obligation of the Receiver to indemnify any Indemnitee pursuant to this Article XII that the Indemnitee will, with respect to any claim made or threatened against that Indemnitee for which that Indemnitee is or may be entitled to indemnification under this Article XII:
(a) give written notice to the Supervisory Counsel (Resolution and Receivership Unit) of the Corporation in the manner and at the address provided in Section 13.6 of that claim as soon as practicable after that claim is made or threatened; provided that notice must be given on or before the date that is six (6) years from the date of this Agreement;
(b) provide to the Receiver the information and cooperation with respect to that claim as the Receiver may reasonably require;
(c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to that claim;
Conditions Precedent to Indemnification. It is a condition precedent to the obligation of the Receiver to indemnify any Indemnitee pursuant to this Article XII that the Indemnitee will, with respect to any claim made or threatened against that Indemnitee for which that Indemnitee is or may be entitled to indemnification under this Article XII:
(a) give written notice to the Supervisory Counsel (Resolution and Receivership Unit) of the Corporation in the manner and at the address provided in Section 13.6 of that claim as soon as practicable after that claim is made or threatened; provided that notice must be given on or before the date that is six (6) years from the date of this Agreement;
(b) provide to the Receiver the information and cooperation with respect to that claim as the Receiver may reasonably require;
(c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to that claim;
(d) if suit is brought with respect to that claim, upon reasonable prior notice, afford to the Receiver the right, that the Receiver may exercise in its sole and absolute discretion, to conduct the investigation, control the defense and effect settlement of that claim, including the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises, and appeals of that claim, all of which will be at the expense of the 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx, XX
Conditions Precedent to Indemnification. A party's obligations to indemnify, defend and reimburse hereunder are subject to a prior written thirty (30) day notice by the party seeking indemnification, of a claim, unless the claim involves litigation in which case the party seeking indemnification shall provide the indemnifying party with notice of such litigation within ten (10) business days after receipt of such complaint provided, however, so long as the indemnifying party is not in default hereunder, that indemnifying party shall have the right to conduct and control the defense, settlement or compromise of any claim subject to the party seeking indemnity's right to be kept currently informed and to participate in the defense. ARTICLE XV
Conditions Precedent to Indemnification. It is a condition precedent to the obligation of the Receiver to indemnify any Indemnitee pursuant to this Article XII that the Version 13.2 PURCHASE AND ASSUMPTION AGREEMENT SIGNATURE BRIDGE BANK, NA New York, New York
Conditions Precedent to Indemnification. It shall be a condition precedent to the obligation of CIB or PNB, as the case may be, to indemnify any person pursuant to this Article XII that such person shall, with respect to any claim made or threatened against such person for which such person is or may be entitled to indemnification hereunder:
(a) give written notice to the party from whom indemnity is sought of such claim as soon as practicable after such claim is made or threatened prior to one hundred eighty days (180) after the Closing Date;
(b) provide to the party from whom indemnity is sought such information and cooperation with respect to such claim as the party may reasonably require;
(c) cooperate and take all steps as the party from whom indemnity is sought may reasonably require to preserve and protect any defense to such claim;
(d) not incur any costs or expenses in connection with any response or suit with respect to such claim, unless such costs or expenses were incurred upon the written direction of the party from whom indemnity is sought; and
(e) not release or settle such claim or make any payment or admission with respect thereto unless the party from whom indemnity is sought consents in writing thereto, which consent shall not be unreasonably withheld.
Conditions Precedent to Indemnification. The foregoing indemnities are conditional on (i) prompt written notice by the party seeking indemnification; (ii) cooperation in the defense of the claim, demand, or action; and (iii) the obtaining of prior written approval by the indemnifying party of any settlement or offer of settlement. NO RECOVERY FOR CONSEQUENTIAL DAMAGES
Conditions Precedent to Indemnification. The obligations of one --------------------------------------- party to indemnify the other party will be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt notice of any such claim; (ii) allows the indemnifying party sole control over the defense and settlement of such claim; (iii) provides the indemnifying party with the information and assistance necessary for such defense and settlement of such claims; and (iv) does not enter into any settlement with respect to such claim.
Conditions Precedent to Indemnification. The provisions of this Agreement shall be effective only when the following conditions are met and Current Insurer has been furnished with a copy of Prior Insurer’s Owners’ Policy, which policy is still in effect, and any one or more of the following alleged or apparent defects, liens or encumbrances affecting the title of a previous owner of the Estate are disclosed by an examination of the record title to the Estate, and which are not excepted or excluded from coverage under Prior Insurer’s Policy:
A. Mortgages, provided there are no pending or successfully-concluded proceedings to foreclose the same; and further provided that, with respect to home equity mortgages or other revolving credit mortgages, contemporaneous notice is given to the Prior Insurer of the Current Insurer's intention to rely on Prior Insurer's policy in accordance with this Agreement. Inter-Underwriter Indemnity Agreement (Amended & Restated Dec. 2009)
B. Judgments, federal tax liens, and any other statutory or common law liens provided, nevertheless, that in the case of any lien which will not expire in a fixed period of time, contemporaneous notice is given to the Prior Insurer of the Current Insurer's intention to rely on Prior Insurer's policy in accordance with this Agreement.
C. The liens of federal estate taxes, New Jersey estate and transfer inheritance taxes.
D. Tax sale certificates, provided there are no pending or successfully-concluded proceedings to foreclose the same; and further provided that contemporaneous notice is given to the Prior Insurer of the Current Insurer's intention to rely on Prior Insurer's policy in accordance with the terms of this Agreement.
X. Xxxxxxx rights arising in favor of the spouses of record title-holders.
F. Alleged or actual defects or irregularities in judicial proceedings.
X. Xxxx of metes and bounds or filed map descriptions, or scriveners’ error contained in descriptions, provided that the land conveyed may still be identified from the documents themselves.
