Indemnification Disputes. The parties shall use good faith efforts to resolve any dispute concerning the indemnification obligations in this Article VIII. Should those efforts fail to resolve the dispute, the ultimate resolution shall be determined in a de novo proceeding, separate and apart from the underlying matter complained of, before a court of competent jurisdiction. Either party may initiate such proceedings with a court of competent jurisdiction at any time following the termination of the efforts by such parties to resolve the dispute (termination of such efforts shall be deemed to have occurred thirty (30) days from the commencement of the same unless such time period is extended by the written agreement of the parties). The prevailing party in such a proceeding shall be entitled to recover reasonable attorneys' fees, costs, and expenses.
Indemnification Disputes. In the event that there is a dispute between an Indemnitee and an Indemnitor over whether the Indemnitor is liable for a Claim, then:
Indemnification Disputes. If the Indemnifying Party notifies such Indemnitee or Related Party that such Indemnifying Party believes that it is not required to indemnify such Indemnified Party in respect of all or part of any such Indemnification Claim, at the request of such Indemnifying Party or such Related Party, such Indemnifying Party and such Related Party shall meet to discuss the Indemnification Claim made and such Indemnifying Party's reason for such belief. Such Indemnifying Party and such Related Party shall use their commercially reasonable efforts to attempt in good faith to resolve any dispute remaining after such meeting within 45 days from the date such Indemnified Party delivers such notice. Such Indemnified Party or Related Party shall not commence any legal action, suit or proceeding with respect to such Indemnification Claim prior to the expiration of such 45-day period; provided the Indemnitee may commence such legal action, suit or other proceeding during such period if necessary to prevent such Indemnification Claim from being barred under any applicable statute of limitations. If such Indemnifying Party and such Related Party are unable to resolve such dispute as to such Indemnification Claim to their mutual satisfaction, such Indemnitee or Related Party must commence any legal action, suit or other proceeding against such Indemnifying Party with respect to such Indemnification Claim on or prior to the date that is 180 days from the date the Indemnifying Party delivers such notice.
Indemnification Disputes. In the event that there is a dispute between an Indemnitee and an Indemnitor over whether the Indemnitor is liable for a Claim, then Indemnitor must advise Indemnitee of such a dispute and the reasons therefor, in writing, within thirty (30) days after the Claim is first tendered to Indemnitor, unless the Indemnitee and Indemnitor mutually agree, in writing, to extend the time, and the parties shall refer the Claim to Arbitration as provided below.
Indemnification Disputes. Buyer shall not be obligated to pay to Seller any disputed amounts pursuant to a claim for indemnification under Article 10 while the claim forming the basis for such payment is being adjudicated in accordance with Section 10.10. With respect to the Promissory Note, Xxxxx has the right to segregate and put into escrow with a third party escrow agent mutually agreed to by the parties any disputed amounts which are due and payable on the Promissory Note; provided that the maturity date of the Promissory Note is less than 90 days from Seller’s receipt of notice of such dispute. To the extent that Seller prevails pursuant to Section 10.8, such disputed amounts shall be immediately released to Seller.
Indemnification Disputes. In the event a lawsuit is filed by an indemnified party against an indemnifying party asserting a claim for Representation/Warranty Damages and a court of competent jurisdiction renders a summary judgment against the indemnified party with respect to such claim, which judgment can no longer be appealed, the indemnified party shall be liable for all reasonable attorneys fees and expenses incurred by indemnifying party in the defense of such claim. A:\91637V4.W61 17
Indemnification Disputes. In the event that there is a dispute between an Indemnified Party and an Indemnifier over whether the Indemnifier is liable for a Third Party Claim, then:
Indemnification Disputes. LIMITATIONS ---------------------------------------------------
Indemnification Disputes. In the event that there is a dispute between an indemnitee and an indemnitor over whether the indemnitor is liable for a Claim, then:
Indemnification Disputes. B-6 13. Amendment and Termination . . . . . . . . . . . . . . . B-7 14. Removal and Appointment of an Authorized Person . . . . B-7 15. Miscellaneous . . . . . . . . . . . . . . . . . . . . . B-7 THE XXXXXXX XXXXXX 401(k) PROFIT SHARING PLAN, TRUST AND CUSTODIAL AGREEMENT BASIC PLAN DOCUMENT 02 In this document, we describe The Xxxxxxx Xxxxxx 401(k) Profit Sharing Plan, Basic Plan Document 02, (the "Plan"), its Trust Agreement and, if applicable, the Custody Agreement. We also define important terms to help make the Plan easier to understand. The Plan is a model plan document called a prototype plan - that is, a standard plan from which an Employer can select certain options on either the Non-Standardized Adoption Agreement or the Standardized Adoption Agreement. The Plan document, including the Trust Agreement and, if applicable, the Custody Agreement, together with either the Non-Standardized Adoption Agreement, Number 001, or the Standardized Adoption Agreement, Number 002, completed when the Employer opened its account, is the agreement between the Employer and The Xxxxxxx Xxxxxx Trust Company ("CSTC") which sponsors the prototype plan and acts either as trustee (the "Trustee"), or as custodian (the "Custodian") if individuals are appointed by the Employer to serve as trustee. Any self-employed person, partnership, corporation, or limited liability company may adopt the Plan. The Employer must establish and maintain the Plan for the exclusive benefit of Plan Participants and their Beneficiaries. We intend that the Plan established and maintained by Employers in this way will qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended from time to time, and its related Trust will be exempt from taxation under Section 501(a) of the Internal Revenue Code. Throughout this document, we try to explain the Plan as simply and clearly as possible, while fully and accurately reflecting language of the Internal Revenue Code. In Article 1 below, we define terms that have meanings specific to this document except where the context clearly indicates otherwise. Some terms are too complicated and lengthy to define here. When these terms appear in the document, reference is made to the appropriate Internal Revenue Code section. To indicate additional information contained elsewhere in this document, reference is made to the appropriate Plan, Article or section.
