Indemnification Mechanics Sample Clauses
Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the “Indemnitee”) hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the “Indemnitor”) in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor’s cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).
Indemnification Mechanics. (a) Each claim for indemnification pursuant to this Article 5 shall be made in writing and shall set forth specifically the facts claims to give rise to indemnification and the representations, warranties, covenants, or agreements claimed to be false or to have not been fulfilled, and the damages claimed as a result thereof.
(b) Any claim for indemnification under this Agreement must be asserted in writing by Buyer prior to the end of the survival period for such claim set forth in Section 5.2.
(c) The amount that Buyer and its affiliates may recover with respect to any and all Losses under the terms of this Agreement will not exceed, in the aggregate, the Purchase Price for the Intangible Assets.
Indemnification Mechanics. (a) If a claim for Damages is to be made by a party entitled to indemnification hereunder (the "Indemnified Party") against the indemnifying party (the "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party as soon as reasonably practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under Section 7.1 or 7.
Indemnification Mechanics. In the event any Buyer Indemnified Party is entitled to indemnification pursuant to this Article XI for Damages described in such Claim Notice, such Buyer Indemnified Party shall be entitled to obtain payment from the Seller or, to the extent the Seller has distributed the Purchase Price to the Stockholders, from the Stockholders. If the Seller or the Stockholders, as the case may be, fails to satisfy such indemnification claim on or before the Maturity Date of the Second Note, the Buyer Indemnified Party shall have the right to pursue payment of the claim against the Escrow Amount in accordance with the procedures and with the consequences stated in the Escrow Agreement.
Indemnification Mechanics. 22 7.4 Indemnification Sole Remedy....................................................................23
Indemnification Mechanics. If any Buyer Indemnitees make a claim for indemnification from one or more Sellers, such Buyer Indemnitees shall make a claim for indemnification against all Sellers who, in Buyer’s determination, would have liability under this Article VIII for such indemnification.
Indemnification Mechanics. If Subscriber shall, within thirty (30) days after notice, fail to accept defense of any indemnification obligation under this Section 8, the party seeking indemnification shall have the right, but not the
Indemnification Mechanics. (a) Prior to release or termination of the Escrow, all indemnification obligations pursuant to this Article VIII shall be satisfied (i) first, out of the Escrow pursuant to the terms of the Escrow Agreement and then (ii) to the extent such obligations have not been satisfied pursuant to clause (i) hereof, by the Signing Stockholders. All indemnification obligations subsequent to release or termination of the Escrow shall be satisfied directly by the Signing Stockholders pursuant to the terms of this Article VIII. In the event that the amount of the Escrow is not sufficient to satisfy all of the joint indemnity obligations under Section 8.2 and the several indemnity obligations under Section 8.2(b)(i) and (ii), the Escrow shall be used first to satisfy the joint obligations.
(b) After the Closing, and except, (i) with respect to fraud, (ii) with respect to the right in general to obtain equitable relief, (iii) with respect to the right to obtain payment from the Signing Stockholders pursuant to Section 1.6(b), and (iv) as otherwise expressly provided in this Agreement, the indemnity under this Article VIII is the sole and exclusive remedy of Haemonetics or the Company against the Signing Stockholders with respect to this Agreement.
Indemnification Mechanics. In the event of any obligation of indemnification as set forth in this Section 8, the party to be indemnified will: (a) notify the indemnifying Party promptly in writing of any action, claim or suit to be the basis of indemnification; (b) give the indemnifying Party sole control of the defense thereof and any related settlement negotiations; and (c) cooperate and, at the indemnifying Party’s reasonable request and expense, assist in such defense. In no event may the indemnifying Party make any admission or agree to the entry of any judgment for money to be entered on behalf of the indemnified party without the prior express written consent of the indemnified party.
Indemnification Mechanics. (i) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Article IX, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Article IX, showing such calculations in reasonably sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Article IX; provided, however, that the Indemnifying Party will not be required to make the indemnification payment if the Indemnifying Party disagrees with such calculations. In such case, the Indemnifying Party shall notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. Any disagreement with respect to such indemnification payment will be resolved pursuant to Section 10.1.