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. 4.1.1. Parent may assert a claim for indemnification under Section 9 of the Merger Agreement in accordance with Section 9.6 of the Merger Agreement (Indemnification Claim) by promptly giving written notice of such claim (an Indemnification Notice), including a copy of such claim and/or process and all legal pleadings in connection therewith, to the Shareholders' Agent, as defined in Section 10.1 of the Merger Agreement, and to the Escrow Agent. Each Indemnification Notice shall state the amount of the claim and liabilities for which indemnity is sought (the Claimed Indemnification Amount) and the basis for such claim. Parent shall assert any such Indemnification Claim promptly following the discovery of the facts giving rise to such claim and in no event more than 60 days after such discovery. If the Escrow Agent does not receive an Indemnification Notice or a Termination Notice (as defined in Section 4.2.1 of this Agreement) within five business days after an Installment Delivery Date, the Escrow Agent shall disburse the entire Escrow Fund by delivering to each Shareholder his Pro Rata Installment Payment.
4.1.2. If Parent delivers an Indemnification Notice in accordance with Section 4.1.1 of this Agreement, the Escrow Agent shall retain that portion of the Escrow Fund equal to the Claimed Indemnification Amount and disburse the balance of the Escrow Fund, if any, to the Shareholders (subject to any additional holdbacks required by Section 4.2 hereof). The Shareholders' Agent shall have 30 days after the date of receipt of the Indemnification Notice to deliver to Parent a written response (the Response Notice), with a copy to the Escrow Agent, in which the Shareholders' Agent shall do one of the following:
(a) agree to the payment in full of the Claimed Indemnification Amount and request that the Escrow Agent disburse to Parent the Claimed Indemnification Amount;
(b) agree to the payment of a portion of the Claimed Indemnification Amount (the Satisfaction Amount) and request that the Escrow Agent disburse to Parent that portion of the Claimed Indemnification Amount equal to the Satisfaction Amount; or
(c) contest the Indemnification Claim. The Shareholders' Agent may only contest an Indemnification Claim based upon a good faith belief that all or such portion of the Claimed Indemnification Amount does not constitute claims for which Parent is entitled to indemnification under section 9.2 of the Merger Agreement.
4.1.3. If no Response Notice is delivered b...
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 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 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. Section 12.1(a) Indemnitee............................................Section 12.1(b) -6- 14
Indemnification Claim. 29 Indemnitee.........................................29 Indemnitor.........................................29
