I ndemnification Procedures Sample Clauses

I ndemnification Procedures. The Agreement, and upon at least 14 days’ prior written notice to Customer1, no more often than once per annum Unbounded shall have the right, during normal business hours, to audit the manner indemnification obligations on the part of either party hereunder are conditional upon: (a) the indemnifying party being notified in writing promptly of the indemnified party’s receipt of notice of the claim (provided, however, that the failure to provide such of use of the Services solely in accordance with the scope of audit agreed to by the parties in advance of such audit, each party’s consent to such scope of audit not to be unreasonably withheld, and under Customer1’s reasonable supervision. Unbounded will ensure that the audit is conducted in a manner that will result in
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I ndemnification Procedures. Promptly after receipt by a party of a threat, notice, or filing of any Claim against an indemnitee, the indemnifying party (the “Indemnitor”) shall give notice thereof to indemnitee, provided that failure to give or delay in giving such notice shall not relieve Indemnitor of any liability it may have to the indemnitee except to the extent that Indemnitor demonstrates that the defense of the Claim is prejudiced thereby. Indemnitor shall have sole control of the defense and of all negotiations for settlement of a Claim and indemnitee shall not independently defend or respond to a Claim; provided, however, that: (a) indemnitee may defend or respond to a Claim, at indemnitee’s expense, if indemnitee’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an indemnitee; and, (b) indemnitee shall have the right, at its own expense, to monitor Indemnitor’s defense of a Claim. At Indemnitor’s request, the indemnitee shall reasonably cooperate with Indemnitor in defending against or settling a Claim; provided, however, that Indemnitor shall reimburse indemnitee for all reasonable out-of-pocket costs incurred by indemnitee (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.
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I ndemnification Procedures. The obligations of a party (the “Indemnifying Party”) to indemnify the other party (the “Indemnified Party”) under this Section 7 are conditioned upon the Indemnified Party: (a) promptly notifying the Indemnifying Party of a claim in writing no later than sixty (60) days after the Indemnified Party’s receipt of notification of such potential claim; (b) allowing the Indemnifying Party to assume sole control of the defense of such claim and all related settlement negotiations; and (c) providing the Indemnifying Party, at the Indemnifying Party’s request and expense, with the assistance, information and authority necessary to perform the Indemnifying Party’s obligations under this Section 7. Notwithstanding the foregoing, the Indemnified Party may participate in the defense of claims at its own cost, and no settlement or defense of a claim by the Indemnifying Party under this Section 7 shall include any admission or implication of wrongdoing on the part of the Indemnified Party without the Indemnified Party’s prior written consent (which consent may not be unreasonably delayed or withheld).
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I ndemnification Procedures. (i) In case any claim is asserted or any proceeding (including any governmental investigation) shall be instituted in which indemnity may be sought by an Indemnitee pursuant to any of the preceding paragraphs of this
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I ndemnification Procedures. Each party’s agreement to indemnify, defend and hold the other party harmless is conditioned on the indemnified party (i) providing written notice to the indemnifying party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party has knowledge of such claim; (ii) permitting the indemnifying party to assume full responsibility to investigate, prepare for and defend against any such claim or demand;
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I ndemnification Procedures. The party seeking defense or indemnity (“Indemnified Party”) will notify the party obligated to defend or indemnify (“Indemnifying Party”) of the existence of any Claim in writing as soon as practicable after becoming aware of such Claim; provided, however, that Indemnified Party’s failure to give timely notice of such Indemnification Claim will not relieve Indemnifying Party of its indemnification obligation unless such failure actually prejudiced the Indemnifying Party. The Indemnifying Party will be entitled to assume and control the defense of such Claim, at its sole cost and expense. The Indemnifying Party will have the right to settle such Claim in its sole discretion, provided that, without the Indemnified Party’s prior written consent (not to be unreasonably withheld or delayed), the settlement is purely monetary, does not require Indemnified Party to make a monetary payment, and provides an unconditional release of Indemnified Party with respect to such Claim. Indemnified Party will reasonably cooperate with Indemnifying Party in the defense of such Claim, with any out-of-pocket costs in connection with such cooperation being borne by the Indemnifying Party.
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Related to I ndemnification Procedures

  • Indemnification Procedures If any third-­‐party claim is commenced that is indemnified under Section 7.1 above, ICANN shall provide notice thereof to Registry Operator as promptly as practicable. Registry Operator shall be entitled, if it so elects, in a notice promptly delivered to ICANN, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to ICANN to handle and defend the same, at Registry Operator’s sole cost and expense, provided that in all events ICANN will be entitled to control at its sole cost and expense the litigation of issues concerning the validity or interpretation of ICANN’s policies, Bylaws or conduct. ICANN shall cooperate, at Registry Operator’s cost and expense, in all reasonable respects with Registry Operator and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, and may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy affecting ICANN other than the payment of money in an amount that is fully indemnified by Registry Operator will be entered into without the consent of ICANN. If Registry Operator does not assume full control over the defense of a claim subject to such defense in accordance with this Section 7.2, ICANN will have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of Registry Operator and Registry Operator shall cooperate in such defense. [Note: This Section 7.2 is inapplicable to intergovernmental organizations or governmental entities.]

  • Indemnification Procedure Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

  • Indemnification Process 20.2.1 As used in this Section 20, “Indemnified Person” means a person whom an Indemnifying Party is obligated to indemnify, defend and/or hold harmless under Section 20.1.

  • CLAIM PROCEDURES Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Indemnity Procedures Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party's indemnification obligation unless such failure or delay is materially prejudicial to the indemnifying Party. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

  • TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • Mitigation Procedures The MCP agrees to coordinate with ODM to determine specific actions that will be required of the Business Associates for mitigation, to the extent practical, of the breach. These actions will include notification to the appropriate individuals, entities, or other authorities. Notification or communication to any media outlet shall be approved, in writing, by ODM prior to any such communication being released. The MCP shall report all of its mitigation activity to ODM and shall preserve all relevant records and evidence.

  • Dispute Resolution Procedures (a) In the event a dispute arises about the interpretation, application, calculation of Loss, or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then the Receiver and the Assuming Institution shall make every attempt in good faith to resolve such items within sixty (60) days following the receipt of a written description of the SF Shared-Loss Dispute Item, with notification of the possibility of taking the matter to arbitration (the date on which such 60-day period expires, or any extension of such period as the parties hereto may mutually agree to in writing, herein called the “Resolution Deadline Date”). If the Receiver and the Assuming Institution resolve all such items to their mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such resolution, any payment due as a result of such resolution shall be made arising from the settlement of the SF Shared-Loss Dispute.

  • Indemnification and Save Harmless Provision The Association agrees to indemnify and hold the Board harmless against any liability which may arise by reason of any action taken by the Board in complying with the provisions of this Article.

  • Arbitration Procedures In the event that the employee and the School Board are unable to resolve any grievance, the grievance may be submitted to arbitration as defined herein:

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