Indemnification Procedures and Limitations Clause Samples
The "Indemnification Procedures and Limitations" clause outlines the steps parties must follow when seeking indemnification and sets boundaries on the extent of indemnity obligations. Typically, it details how a party should notify the other of a claim, the process for handling or defending such claims, and any time limits or caps on liability. For example, it may require prompt written notice of a claim and specify that the indemnifying party has the right to assume the defense. This clause ensures that both parties understand their responsibilities and limits in indemnity situations, thereby reducing disputes and managing risk exposure.
Indemnification Procedures and Limitations. (a) The parties acknowledge that the only indemnification obligations that will exist in connection with this Agreement or any of the transactions contemplated by this Agreement will be the obligations in Sections 5.7, 5.8 and 5.11 of this Agreement. Whenever any claim is made for indemnification under Section 5.7, 5.8 or 5.11 of this Agreement, the Person claiming such indemnification (the "Indemnified Party") will give written notice to the party against whom indemnification is sought (the "Indemnitor") (each an "Indemnified Claim"); provided that if the Indemnified Party receives a complaint, petition or any other pleading in connection with an Indemnified Claim which requires the filing of an answer or other responsive pleading, it will furnish the Indemnitor with a copy of such pleading as soon as reasonably practicable after receipt and determination by the Indemnified Party that it will seek indemnification in respect thereof, but the failure to do so shall not affect the Indemnitor's obligations hereunder except to the extent of prejudice. Such notice will describe the Indemnified Claim in reasonable detail and will indicate the amount (to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party, which estimate will not be binding.
(b) The parties will cooperate with each other in all reasonable respects in the defense (or settlement) of Indemnified Claims under this Agreement. The Indemnitor shall be entitled to participate in the defense of any Indemnified Claim involving any third party (each a "Third-Party Claim") and, if it so elects, to assume the defense of the Third-Party Claim, with counsel reasonably satisfactory to the Indemnified Party. After written notice from the Indemnitor to the Indemnified Party of such election to assume the defense, the Indemnitor will not, so long as the Indemnitor diligently conducts such defense, be liable to the Indemnified Party for any other expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim other than costs and expenses of the Indemnified Party incurred at the request of the Indemnitor. The assumption of the defense of such Third-Party Claim will be deemed an admission by the Indemnitor that it is liable to the Indemnified Party for indemnification in respect of such Third-Party Claim. If the Indemnitor chooses to assume the defense of any Third-Party Claim, the Indemnified Party will make available to the Indem...
Indemnification Procedures and Limitations. (i) Upon seeking indemnification pursuant to this Section 14 (an “Indemnified Party”) the Purchaser shall give notice to Noteholder (the “Indemnifying Party”) of any claim for which it is seeking indemnity under this Section 14 (a “Claim”) containing a description of the facts alleged to constitute the basis for the Claim the amount of actual and reasonably anticipated Adverse Consequences sought thereunder (to the extent known by the Indemnifying Party) and any other material details pertaining to the Claim (the “Indemnification Notice”).
(ii) So long as the Indemnifying Party is conducting the defense of the Claim, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnifying Party (not to be withheld, conditioned or delayed unreasonably).
(iii) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party (not to be withheld, conditioned or delayed unreasonably).
Indemnification Procedures and Limitations. Any Indemnity Claim must be made by delivering written notice to Radio Unica, specifying the Tangible Personal Property that is the subject of such Indemnity Claim and the amount of reimbursement sought (which amount shall not be determinative of the final amount of the Indemnity Claim), within thirty (30) days after the Closing Date. The amount of any reimbursement pursuant to Section 11.2 shall not include any Taxes incurred by the Purchaser or its Affiliates as a result of receiving a payment under this Article XI.
Indemnification Procedures and Limitations