Indemnification Claim. Upon obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification ("Indemnitee") shall promptly give written notice ("Notice of Claim") of such claim or demand to the party or parties it is seeking indemnification from ("Indemnitor"). Indemnitee shall furnish to the Indemnitor in reasonable detail such information as Indemnitee may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 11.1 hereof, no failure or delay by Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of Indemnitor to indemnify and hold Indemnitee harmless, except to the extent that such failure or delay shall have materially adversely affected Indemnitor's ability to defend against, settle or satisfy any Liability, damage, loss, claim or demand for which Indemnitee is entitled to indemnification hereunder.
Indemnification Claim. (i) If any Purchaser Indemnified Party makes a claim for indemnity pursuant to Section 6.1(b) of the Purchase Agreement (“Indemnification Claim”) prior to November 5, 2016 (“Escrow Release Date”), Purchaser shall deliver to the Escrow Agent and Seller a written notice (an “Indemnification Notice”) setting forth in reasonable detail the amount (“Indemnification Amount”), nature, and basis of the claim. If the Seller does not deliver notice to Purchaser and the Escrow Agent disputing such Indemnification Claim (a “Counter Indemnification Notice”) within thirty (30) days after Seller’s receipt of the Indemnification Notice, evidence of such receipt to be provided to Escrow Agent by Purchaser, then the dollar amount of the Indemnification Claim set forth in the Indemnification Notice shall be deemed conclusive for purposes of this Agreement, and, at the end of such thirty (30)-day period, the Escrow Agent shall pay to Purchaser the Indemnification Amount. The Escrow Agent shall not be required to inquire into or consider whether an Indemnification Claim complies with the requirements of the Purchase Agreement.
(ii) If a Counter Indemnification Notice is given with respect to a Indemnification Claim, the Escrow Agent shall make payment with respect to an Indemnification Notice only (1) in accordance with joint written instructions of Purchaser and Seller or (2) after a decision has been rendered by a court or binding arbitrator to enforce an award with respect to the amount of such Indemnification Claim (resolved as between Purchaser and Seller in accordance with the terms of the Purchase Agreement), and then in accordance with such decision. Upon receipt of the joint written instructions or court order as specified in the preceding sentence, the Escrow Agent shall pay Purchaser the dollar amount specified in the joint written instruction or decision, as applicable, from the Escrow Fund. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court or binding resolution of arbitration, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
Indemnification Claim. A Claim may be asserted by any Purchasers Indemnitee in accordance with the terms, conditions and procedures set forth in the Escrow Agreement. A Claim may be asserted by any Sellers Indemnitee by delivery to CharterMac and Purchasers of a written notice of such Claim setting forth (i) the name of such Sellers Indemnitee, (ii) the specific representation, warranty or agreement alleged to have been breached by such Sellers Indemnitee, (iii) a reasonably detailed description of the facts and circumstances giving rise to the alleged breach and (iv) a calculation setting forth the amount of such Claim (or if not ascertainable, a reasonable good faith estimate of the maximum amount thereof).
Indemnification Claim. A Claim may be asserted by any Purchaser Indemnitee or Seller Indemnitee, as the case may be, by delivery to the indemnifying party of a written notice of such Claim setting forth (i) the name of such Seller Indemnitee or Purchaser Indemnitee, as applicable, (ii) the specific representation, warranty covenant, agreement or obligation alleged to have been breached by such Seller Indemnitee, as applicable, and (iii) a calculation setting forth the amount of such Claim (or if not ascertainable, a reasonable good faith estimate of the maximum amount thereof).
Indemnification Claim. A claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim” If the Indemnitee intends to claim indemnification under this ARTICLE 9, the Indemnitee shall notify Indemnitor in writing, promptly upon becoming aware of an Indemnification Claim, describing in reasonable detail the facts giving rise to the Indemnification Claim; provided, that an Indemnification Claim in respect of any action at law or suit in equity by or against a Third Party as to which indemnification shall be sought shall be given promptly after the action or suit is commenced (provided that the Indemnitee is aware of such commencement); and provided further, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice.
Indemnification Claim. If, at the conclusion of an action, either party believes it is entitled to contribution or indemnification under the provisions above, such party shall give the other written notice of its claim for contribution or indemnification (the "Indemnification Claim"). The party who receives the Indemnification Claim shall have thirty (30) business days in which to respond. In the event the parties cannot agree on the validity or amount of the Indemnification Claim, then the parties shall submit their dispute to confidential mediation, in accordance with Section 16.17. Neither party may assert the statute of limitations as a defense to the claim for contribution or indemnification unless the limitations period had already expired and would have barred the underlying action against that party at the time the underlying action was filed.
Indemnification Claim. To the knowledge of Security, there is no event, action or omission by or with respect to any director, officer, employee, trustee, agent or other person who may be entitled to receive indemnification or reimbursement, claim, loss or expense under agreement, contract or arrangement providing corporate indemnification or reimbursement of any such person.
Indemnification Claim. 8.1.1 Subject to the provisions contained in this Section 8, Sellers shall, as joint and several debtors, indemnify and hold Purchaser harmless from any Losses (as defined below) asserted against, incurred or suffered by Purchaser or the Company as a result of any inaccuracy or breach of any Warranty contained in Section 6 or any violation of a covenant, agreement or undertaking contained in this Agreement (“Indemnification Claim”); provided that Seller may first try to remedy the breach (if such breach is capable of being remedied) within a time period of two months after Sellers’ Representative has been notified of such breach pursuant to Section 8.4 below (unless such remediation would not reasonably be possible or practicable). For the purpose of this Agreement, “Losses” shall mean the amount necessary to put the respective Party into the position it would have been in had the event or action that triggered the Indemnification Claim not occurred, provided, however, that (i) consequential damages (Folgeschäden), (ii) any lost profits (entgangener Gewinn) and (iii) internal administration or overhead costs of the Purchaser are excluded.
8.1.2 Any Indemnification Claim made hereunder shall have the nature of a reduction of the Purchase Price and shall be deducted against the principal balance of the Seller-Financing by means of a writing signed by an authorized officer of the Purchaser and delivered to the Sellers’ Representative.
8.1.3 Sellers shall not be liable for, and Purchaser shall not be entitled to bring any Indemnification Claim for Losses under or in connection with this Agreement if and to the extent that:
a) the matter to which the Indemnification Claim relates has specifically been taken into account and is set forth in the Closing Date Financial Statements by way of a liability (Verbindlichkeit), reserve (Rückstellung), or depreciation (Abschreibung), or exceptional depreciation (außerplanmäßige Abschreibung), or depreciation to reflect lower market values (Abschreibung auf den niedrigsten beizulegenden Xxxx);
b) the amount of the Indemnification Claim is or could reasonably have been recovered from a third party or under an insurance policy in force on the Closing Date within one year from the date of the notice of the Indemnification Claim, provided that the foregoing exception shall not apply if and to the extent that Purchaser has validly assigned its claims against such third party or insurer to Sellers who hereby accept such assignmen...
Indemnification Claim. Section 12.1(a) Indemnitee............................................Section 12.1(b) -6- 14
Indemnification Claim. As between the Purchasers, satisfaction of any Indemnification Claim shall be borne as follows:
(a) Any Indemnification Claim arising as a result of the inaccuracy or breach of any representation, warranty or covenant made in Section 3. 2 of the Stock Purchase Agreement by a Purchaser shall be borne solely by the Purchaser which has caused the breach or to which such inaccuracy relates;
(b) All other Indemnification Claims will be borne pro rata by the Purchasers in proportion to the number of Shares to be acquired by each under the Stock Purchase Agreement.
