Indemnification Actions. All claims for indemnification under Section 11.2 shall be asserted and resolved as follows:
(a) For purposes of this Article 11, the term “Indemnifying Person” when used in connection with particular Damages means the Person having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 11, and the term “Indemnified Person” when used in connection with particular Damages means a Person having the right to be indemnified with respect to such Damages pursuant to this Article 11 (including those Persons identified in Section 11.2(e)).
Indemnification Actions. All claims for indemnification under this Article XIII shall be asserted and resolved as follows:
(a) For purposes of this Agreement, the term “Indemnitor” when used in connection with particular damages shall mean the Person having an obligation to indemnify another Person or Persons with respect to such damages pursuant to this Agreement, and the term “Indemnitee” when used in connection with particular damages shall mean a Person having the right to be indemnified with respect to such damages pursuant to this Agreement.
Indemnification Actions. All claims for indemnification under Section 9.1 shall be asserted and resolved as follows:
(a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9.
(b) To make a claim for indemnification under Section 9.1, an Indemnified Person shall notify the Indemnifying Person of its claim in writing, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 shall not relieve the Indemnifying Person of its obligations under Section 9.1 except to the extent such failure materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breached.
(c) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, an...
Indemnification Actions. All claims for indemnification under Article 11 shall be asserted and resolved as follows:
(a) For purposes of this Article 11, the term “Indemnifying Party” when used in connection with particular Damages means (i) Sellers in the event any member of the Purchaser Group is entitled to indemnity from Sellers under Section 11.3 and (ii) Purchaser in the event any member of the Seller Group is entitled to indemnification under this Agreement. For purposes of this Article 11, the term “Indemnified Person” when used in connection with particular Damages means (A) Purchaser in the event any member of the Purchaser Group is entitled to indemnity from Sellers under Section 11.3 and (B) Sellers in the event any member of the Seller Group is entitled to indemnification under this Agreement.
Indemnification Actions. All claims for indemnification under Section 8.02 or 8.03 shall be asserted and resolved as follows:
(a) For purposes of this Article VIII, the term “Indemnifying Party” when used in connection with particular Damages shall mean the Party having an obligation to indemnify another Party with respect to such Damages pursuant to this Article VIII, and the term “Indemnified Party” when used in connection with particular Damages shall mean the person or persons having the right to be indemnified with respect to such Damages by another Party pursuant to this Article VIII.
Indemnification Actions. All claims for indemnification under this section (Indemnity) and any other indemnity provision of the Contract shall be asserted and resolved as follows:
Indemnification Actions. All claims for indemnification under Article 11 shall be asserted and resolved as follows:
(a) For purposes of Section 5.1 and this Article 11, the term “Indemnifying Party” when used in connection with particular Damages means (i) Seller in the event any member of the Purchaser Group is entitled to indemnity under Section 11.3 and (ii) Purchaser in the event any member of the Seller Group is entitled to indemnification under Section 5.1 or Section 11.2. For purposes of Section 5.1 and this Article 11, the term “Indemnified Person” when used in connection with particular Damages means the member of the Purchaser Group or Seller Group, as applicable, that is entitled to indemnification under the Agreement.
Indemnification Actions. All claims for indemnification under Section 10.3 shall be asserted and resolved as follows:
(a) For purposes of this Article 10, the term "Indemnifying Party" when used in connection with particular Liabilities shall mean the Party or Parties having an obligation to indemnify another Party or Parties with respect to such Liabilities pursuant to this Article 10, and the term "Indemnified Party" when used in connection with particular Liabilities shall mean the Party or Parties having the right to be indemnified with respect to such Liabilities by another Party or Parties pursuant to this Article 10.
Indemnification Actions. All claims for indemnification under Section 11.4 shall be asserted and resolved as follows:
(a) For purposes of this Article 11, the term “Indemnifying Party” means the party or parties having an obligation to indemnify another party or parties pursuant to the terms of this
Indemnification Actions. All claims for indemnification under Section 11.4 shall be asserted and resolved as follows:
(a) For purposes of this Article 11, the term “Indemnifying Party” means the party or parties having an obligation to indemnify another party or parties pursuant to the terms of this Agreement. The term “Indemnified Party” means the party or parties having the right to be indemnified by another party or parties pursuant to the terms of this Agreement.
