Conduct of Indemnity Claims Sample Clauses

Conduct of Indemnity Claims. Where under this Agreement one Party indemnifies the other Party, the Parties shall comply with the provisions of Schedule 8.7 (Conduct of Claims) in relation to the conduct of claims made by a third person against the Party having (or claiming to have) the benefit of the indemnity.
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Conduct of Indemnity Claims. If at any time the Purchaser or any Group Company becomes aware of any claim, action or demand against the Purchaser or any Group Company which may result in the Purchaser bringing an Indemnity Claim against the Vendor (save in respect of any Indemnity Claims under clauses 4.9.2 and 5.3.6(B)):
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Conduct of Indemnity Claims. 20.1 The provisions of this clause 20 shall apply to any claim made by a third party against the Seller or the Buyer which is reasonably expected will give rise to an Indemnity Claim (and hereinafter referred to as an Indemnity Claim).
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Conduct of Indemnity Claims. 21.1 In this clause 21:
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Conduct of Indemnity Claims. 23.1 If a party receiving the benefit of an indemnity under clauses 7.18, 12.5.3, 14.4.3, 14.11 or 22 or schedule 13 (the “Beneficiary”) becomes aware of any matter which might give rise to a claim under that indemnity:
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Conduct of Indemnity Claims. The indemnities at clause 7.2.2 and clause 7.3.2 are subject to the following:
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Conduct of Indemnity Claims. Where one Party ("Indemnifying Party") is liable to indemnify the other Party ("Indemnified Party") under this Agreement in relation to a claim made by a third party against the Indemnified Party, such Indemnity will apply provided that: the Indemnified Party gives notice of any such claim to the Indemnifying Party as soon as reasonably practicable. the Indemnified Party provides to the Indemnifying Party on request such information and assistance in relation to such claim as the Indemnifying Party may reasonably require, subject to the Indemnifying Party indemnifying the Indemnified Party against all costs reasonably incurred by it in the provision of such information or assistance. the Indemnified Party does not make any settlement, compromise or prejudicial written admission in relation to such claim without the prior consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed); and the Indemnifying Party shall be entitled to have sole conduct of litigation relating to the third party claim (subject to the Indemnified Party being secured to its reasonable satisfaction).
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Conduct of Indemnity Claims. ‌ This Section 38.6 shall apply to the conduct of claims, made by a third person against a Party having, or claiming to have, the benefit of an indemnity pursuant to this Agreement. The Party having, or claiming to have, the benefit of the indemnity is referred to as the “Beneficiary” and the Party giving the indemnity is referred to as the “Indemnifier”.
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Related to Conduct of Indemnity Claims

  • Conduct of Indemnification Proceedings Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

  • Payment of Indemnification If, in regard to any Losses:

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

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