General Indemnification Rules Sample Clauses

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep ea...
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General Indemnification Rules. The obligations of the Parties in respect of indemnification shall include the following: (i) neither Party shall negotiate, settle or compromise any non-monetary element of any Third Party Claim except with the prior written consent of the other Party (which consent shall not be unreasonably withheld); (ii) the obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Indemnification Claims are subject to the Indemnified Party not permitting any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (iii) the Indemnified Party and the Indemnifying Party shall cooperate with each other with respect to Third Party Claims and shall keep each other advised with respect thereto. (including supplying copies of all relevant documentation promptly as it becomes available); and (iv) the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the reasonable opinion of the Indemnified Party, have a material adverse impact on the Indemnified Party.
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Article 4, such representation and warranty terminated; (2) The obligation to indemnify set forth in Sections 9.1, 9.2, 9.3, 9.4 and 9.5 shall be applicable only after an Indemnified Party shall have reasonably accumulated Indemnifiable Damages in an amount in excess of $50,000 in the aggregate. Once the amount of such Indemnifiable Damages reasonably exceeds $50,000, in the aggregate, the obligation to indemnify shall apply with respect to all such Indemnifiable Damages including those Indemnifiable Damages reasonably calculated to reach the amount of $50,000; and (3) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Section 3.4, such representation or warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $[**](35) (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $[**](36). Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of any Loss shall also be subject to the principles set forth in this Section 12.9. (1) Subject to Section 12.6, the obligation of indemnification shall not apply to the extent that any Loss claimed has been reimbursed through insurance to the Indemnified Party. (2) The amount of Losses shall be reduced by any allowance, provision or reserve in respect of the matter giving rise to such Claim included in the Financial Statements or the Final Working Capital, if any.
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General Indemnification Rules. (a) Except for Section 9.1(d), the indemnification obligations set out in Section 10.1 and Section 9.2 shall be subject to the limitation described in Article 6 respecting the survival of the representations and warranties of the Parties; (b) The Parties acknowledge and agree that the indemnity obligations in Section 9.1(d) shall survive the Closing for an indefinite period of time thereafter; (c) Any Claim for any breach of any of the representations and warranties contained in this Agreement or in any Closing document involving fraud, willful omission, or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; (d) The total maximum aggregate liability of the Vendor, as Indemnifying Party hereunder, shall be limited, in the aggregate total, to the sum of the Purchase Price, provided that the foregoing shall not apply to any Claims based on fraud, willful omission, or fraudulent misrepresentation or Claims made pursuant to Section 9.1(d); (e) The total maximum aggregate liability of the Purchaser, as the Indemnifying Party hereunder, shall be limited, in the aggregate total, to the sum of the Purchase Price, provided that the foregoing shall not apply to any Claims based on fraud, willful omission, or fraudulent misrepresentation; (f) Any payment made pursuant to this Article 9 to an Indemnified Party shall be an adjustment to the Purchase Price; and (g) The rights, remedies and recourses of the Purchaser and the Vendor hereunder shall not be affected by the Closing having occurred.
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim for breach of any representation, warranty, covenant or other obligation under this Agreement, the VTB Loan, the General Security Agreement, the Escrow Agreement and the Securities Pledge Agreement, as the case may be, shall be subject to the foregoing: (i) if the Claim relates to any breach of any representation or warranty made by the Purchaser, Seller and/or each entity in the CannMart Group, other than a breach specified in the remainder of this Section 8.06, within 24 months after the Closing Date; (ii) if the Claim relates to any breach of any covenant made by, or obligation of, the Purchaser, Seller and/or each entity in the CannMart Group, other than a breach specified in the remainder of this Section 8.06, until such time as the VTB Loan has been paid in full; (iii) if the Claim relates to any breach of the Fundamental Representations or if the Claim is made under Section 9.02 (2) to (7), for the longest period permitted by applicable Law; and (iv) if the Claim relates to any breach of the representations and warranties made in Section 5.03 (32) Tax , or if the Indemnity Claim is made under Section 9.02(3) on or before 90 days after the last day upon which any of the relevant Governmental Authorities is entitled to assess or reassess each entity in the CannMart Group (or to raise Claims against the Purchaser or any entity in the CannMart Group relating to that assessment or reassessment) with respect to any Tax for any taxation year or stub period ending on or before the Closing Date, having regard to any entitlement of a Governmental Authority to assess or reassess in the event of fraud or fraudulent misrepresentation or wilful default. (2) Notwithstanding anything to the contrary contained herein, any Claim relating to the non- payment of any outstanding amount due by the Purchaser under and in accordance with the terms of the VTB Loan, the breach of any of the post-closing covenants of the Purchaser contained in the VTB Loan or the triggering of an event of default under the VTB Loan shall be satisfied first pursuant to the terms of the Securities Pledge Agreement, the Escrow Agreement, the VTB Loan and the General Security Agreement. (3) The notice periods set out in Section 9.06(1) will not apply to a Claim based on fraud or wilf...
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Indemnification Claims shall also be subject to the following: (1) Any Indemnification Claim based on Section 8.1(2) or 8.2(2) shall be made not later than the date on which, pursuant to Sections 3.3 and 3.4, such representation and warranty terminated. (2) Any Indemnification Claim based on a breach or failure of the Vendor to perform or fulfil any covenants or obligations pursuant to Section 8.1(3) shall be made not later than 18 months following the date on which such covenant or obligation is performed, fulfilled or terminated. (3) Any Indemnification Claim based on Sections 8.1(4), 8.1(5) and 8.1(7) shall be made not later than 54 months following the Closing Date. (4) Any Indemnification Claim based on Sections 8.1(6) and 8.1(7) shall be made not later than 18 months following the Closing Date. (5) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply once the Indemnified Party has incurred Losses exceeding, in the aggregate, $150,000 (the “Deductible”) (and shall only apply in respect of such excess); provided, however, that (i) indemnification with respect to any individual Loss in excess of $150,000, (ii) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) through 3.1(7) inclusive, 3.1(19), 3.1(37), 3.1(38) and 3.2(3), (iii) indemnification based upon or arising out of fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation, and (iv) indemnification based on Sections 8.1(1) and 8.2(1), 8.2(3) shall not be subject to the Deductible (and the Indemnified Party shall be entitled to claim the full amount of all such Losses). Notwithstanding anything to the contrary in the Agreement, the aggregate Liability of an Indemnifying Party to the Indemnified Party under this Article 8 shall be limited to 40% of the amount of the Purchase Price, as finally determined pursuant to Article 2 (the “Cap”); provided, however, that (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1), through 3.1(7) inclusive, 3.1(19), 3.1(37), 3.1(38) and 3.2(3), indemnification based upon or arising out of fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation, indemnification based on Sections 8.1(1), 8.2(1) and 8.2(3) shall not be subject to the Cap. For gr...
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Related to General Indemnification Rules

  • General Indemnification Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

  • General Indemnification Provisions (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. (b) If and to the extent that any provision of Section 4.01 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • General Indemnity A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT AGREEMENT.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • LEGAL INDEMNIFICATION For the purposes of legal costs, it shall include those costs of an Association approved para-legal service. (A) Subject to the other provisions of this Article, a member charged with and finally acquitted of a criminal or statutory offence because of acts done in the performance or attempted performance of his employment or duties, shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such charges. (B) Members shall not be indemnified for legal costs arising from the actions or omissions of members acting in their capacity as private citizens. For the purpose of Clause 29.1 (A) a Member: shall be deemed to have been "Finally Acquitted", where charges are withdrawn or where he is discharged following a preliminary inquiry; and shall be deemed not to have been "Finally Acquitted" where the member is given an absolute or conditional discharge or where, if as a result of charges laid he is subsequently found guilty of, or pleads guilty to, other charges arising out of the same incident or incidents. 29.2 When a member is a defendant in a civil action for damages because of acts done in the course of his employment or duties he shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such an action in the following circumstances only: (i) where the Board is not joined in the action as a party pursuant to s. 50 of the Police Services Act, and the Board does not defend the action on behalf of itself and the member as joint tortfeasors at the Board's sole expense; (ii) where the Board is joined as a party or elects to defend the action, but the Solicitor retained on behalf of the Board and the member is of the view that it would be improper for him to act for both the Board and the member in that action. 29.3 Where during an inquest under the Coroner's Act a member's conduct is called into question because of acts done in the performance of his duties, the member shall be indemnified for any necessary and reasonable legal costs directly arising from the protection of the member's interest at such inquiry, but only if: (i) the Chief of Police or the Board does not provide counsel to represent the York Regional Police, at the Board's expense; or (ii) in the opinion of counsel retained by the Chief of Police or the Board to represent the York Regional Police, it would be improper for him to represent the member and the Chief and/or the Board before that inquiry. 29.4 To qualify for financial assistance under 29.1, 29.2 or 29.3, the member shall obtain the Board's approval of counsel to be retained by the member by application to the Board through the Chief. The Board's approval of counsel shall not be withheld unreasonably. 29.5 The Board will not consider any application for financial assistance which relates to the legal representation of a member in connection with a grievance or complaint made under the provisions of the Police Services Act, 1990 of this Collective Agreement or for the legal defence of a member resulting from a discipline charge made under the Police Services Act, 1990, Regulations made under that Act and all amendments thereto. 29.6 Where an investigation is commenced under Part VII of the Police Services Act and it appears to the Chief of Police that a member requires legal counsel in responding to the investigation, the Chief of Police may arrange for legal counsel to provide counsel to the member in connection with the investigation of such terms as the Chief considers appropriate. As soon as practicable, the Chief shall bring his action and his recommendation to the attention of the Board who may approve or alter the terms of retention of such legal counsel or the Chief's recommendation in respect thereof. Neither the Board nor the Chief shall provide legal counsel after the completion of the investigation or the laying of information(s), as Article 29 of the Civilian Collective Agreement is intended to govern such matters. 29.7 All sections under Article 29 (Legal Indemnification) are subject to review and re- negotiation by either the Board or the Association when the Regulations of the Police Services Act are proclaimed in force. If changes cannot be negotiated then either party reserves the right to submit the terms of this Article to arbitration. 29.8 A member who becomes involved in a matter which may entitle him/her to legal indemnification under this clause is entitled to receive funds from the Board for a retainer and/or for interim payment of legal costs as reasonably requested by the member’s counsel to a maximum of $5,000.00 provided the member undertakes to indemnify the Board for such funds advanced to him if the member is finally determined not to be eligible for indemnification in accordance with this Agreement.

  • Procedure for Indemnification (a) Except as may be set forth in a Related Agreement, if an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Related Agreements of any claim or of the commencement by any such Person of any Action (a "Third-Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim; provided that the failure of any Indemnitee to give notice as required by this Section 5.04 shall not relieve the Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. (b) An Indemnifying Party may elect to defend or to seek to settle or compromise, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third-Party Claim, provided that the Indemnifying Party must confirm in writing that it agrees that the Indemnitee is entitled to indemnification hereunder in respect of such Third-Party Claim. Within 30 days of the receipt of notice from an Indemnitee in accordance with Section 5.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether to assume responsibility for such Third-Party Claim (provided that if the Indemnifying Party does not so notify the Indemnitee of its election within 30 days after receipt of such notice from the Indemnitee, the Indemnifying Party shall be deemed to have elected not to assume responsibility for such Third-Party Claim), and such Indemnitee shall cooperate in the defense or settlement or compromise of such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume responsibility for a Third-Party Claim, such Indemnifying Party shall not be liable to such Indemnitee under this Article V for any legal or other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; provided that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnitees and in such Indemnitees' reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party exists in respect of such claim, such Indemnitees shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. If an Indemnifying Party elects not to assume responsibility for a Third-Party Claim (which election may be made only in the event of a good faith dispute that a claim was inappropriately tendered under Section 5.01 or 5.02, as the case may be) such Indemnitee may defend or (subject to the following sentence) seek to compromise or settle such Third-Party Claim. Notwithstanding the foregoing, an Indemnitee may not settle or compromise any claim without prior written notice to the Indemnifying Party, which shall have the option within ten days following the receipt of such notice (i) to disapprove the settlement and assume all past and future responsibility for the claim, including reimbursing the Indemnitee for prior expenditures in connection with the claim, or (ii) to disapprove the settlement and continue to refrain from participation in the defense of the claim, in which event the Indemnifying Party shall have no further right to contest the amount or reasonableness of the settlement if the Indemnitee elects to proceed therewith, or (iii) to approve the amount of the settlement, reserving the Indemnifying Party's right to contest the Indemnitee's right to indemnity, or (iv) to approve and agree to pay the settlement. In the event the Indemnifying Party makes no response to such written notice from the Indemnitee, the Indemnifying Party shall be deemed to have elected option (ii). (c) If an Indemnifying Party chooses to defend or to seek to compromise any Third-Party Claim, the Indemnitee shall make available to such Indemnifying Party any personnel and any books, records or other documents within its control or which it otherwise has the ability to make available that are necessary or appropriate for such defense. (d) Notwithstanding anything else in this Section 5.04 to the contrary, an Indemnifying Party shall not settle or compromise any Third-Party Claim unless such settlement or compromise contemplates as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Third-Party Claim (and provided further that such settlement may not provide for any non-monetary relief by Indemnitee without the written consent of Indemnitee). In the event the Indemnitee shall notify the Indemnifying Party in writing that such Indemnitee declines to accept any such settlement or compromise, such Indemnitee may continue to contest such Third-Party Claim, free of any participation by such Indemnifying Party, at such Indemnitee's sole expense. In such event, the obligation of such Indemnifying Party to such Indemnitee with respect to such Third-Party Claim shall be equal to (i) the costs and expenses of such Indemnitee prior to the date such Indemnifying Party notifies such Indemnitee of the offer to settle or compromise (to the extent such costs and expenses are otherwise indemnifiable hereunder) plus (ii) the lesser of (A) the amount of any offer of settlement or compromise which such Indemnitee declined to accept and (B) the actual out-of-pocket amount such Indemnitee is obligated to pay subsequent to such date as a result of such Indemnitee's continuing to pursue such Third-Party Claim. (e) Any claim on account of an Indemnifiable Loss which does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 15 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 15-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 15-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party under applicable law or under this Agreement. (f) In addition to any adjustments required pursuant to Section 5.03, if the amount of any Indemnifiable Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party. (g) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim. (h) Notwithstanding anything else in this Section 5.04 to the contrary, with respect to any Action pending at the time of the Distribution (a "Pending Action") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, LTC or Healthcare shall, at the request of any other party, cause the employee(s) who were handling the defense, compromise or settlement of such Pending Action prior to the Distribution to continue to handle such defense, compromise or settlement following the Distribution (subject to the last two sentences of subsection (b) above). If such employees are employed by the Indemnitee, the Indemnitee shall keep the Indemnifying Party reasonably informed of the progress of, and the Indemnifying Party shall cooperate in, such defense, compromise or settlement.

  • THIRD-PARTY CLAIMS; GENERAL INDEMNITY To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “Claims”) arising out of Contractor’s or its successors’, agents’, or subcontractors’ negligence, other tortious fault, or intentional misconduct under this Contract; Provided, however, that no right to indemnity will exist as to that portion of a Claim resulting from the sole negligence, tortious fault, or intentional misconduct of Enterprise Services or Purchaser. The parties agree that if there are any limitations of Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability shall not apply to injuries to persons (including death), damages to property, data breach, and/or intellectual property infringement. Contractor shall take all steps needed to keep Purchaser’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.

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