Indemnified Claims. (a) Radiant or Enterprise shall promptly notify the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”). If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments.
(b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment.
(c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment.
(i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment.
(ii) In the event that th...
Indemnified Claims. In the event of a claim, suit, action, or proceeding, the Party claiming indemnification pursuant to this Section 7 (the “Indemnified Party”) will give the other Party (the “Indemnifying Party”) prompt notice of the claim, suit, action, or proceeding, will reasonably cooperate with the defence of such claim, suit, action, or proceeding at the Indemnifying Party’s expense, and participate in the defence of any such claim at the Indemnifying Party’s expense. The Indemnifying Party shall: (i) pay all the Indemnified Party’s reasonable costs of defence as they come due; (ii) retain separate, reasonably acceptable legal counsel if the Indemnifying Party asserts or reserves the right to later assert claims against the Indemnified Party in connection with the indemnified claims; (iii) have the right to compromise and settle or defend and pay any judgment arising out of indemnified claims, provided it can demonstrate to the Indemnified Party’s reasonable satisfaction that it has resources sufficient to pay any settlement or judgment; and (iv) will promptly pay any settlement or final judgment entered against the Indemnified Party in connection with any indemnified claim.
Indemnified Claims. If any claim, proceeding or other matter resulting from the occurrence of any of the events contemplated by Section 8.1 above (a "Claim") is made against Acquiror, Target or any of its subsidiaries by a third party for which Acquiror, Target or any of its subsidiaries may be entitled to indemnification, Acquiror, Target or its subsidiaries, as applicable, shall give notice (the "Indemnity Notice") to Spinco specifying the particulars of such Claim within 20 days after it receives notification of the Claim. Spinco shall have the right to participate in any negotiations or proceedings with respect to such Claim. Acquiror, Target or its subsidiaries, as applicable, shall not settle or compromise any such Claim without the prior written consent of Spinco, unless Spinco has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to Acquiror, Target or its subsidiaries, as applicable, that it wishes to dispute such Claim. If Spinco does give such a notice, it shall have the right to assume the defence of such Claim and to defend such Claim in the name of Acquiror, Target or its subsidiaries, as applicable. Acquiror, Target and its subsidiaries shall provide to Spinco all files, books, records and other information in their possession or control which may be relevant to the defence of such Claim. If Spinco fails after giving such notice, diligently and reasonably to defend such Claim throughout the period such Claim exists, its right to defend the Claim shall terminate and Acquiror, Target or its subsidiaries may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries may compromise or settle such Claim without the consent of Spinco. If the Effective Date occurs, this Section 8.2 shall survive the termination of this Agreement.
Indemnified Claims. To indemnify the Indemnitee for any expenses or liabilities of any type whatsoever (including but not limited to judgments, fines, penalties or ERISA excise taxes and amounts paid in settlement) for which the Indemnitee has been or is indemnified by the Company otherwise than pursuant to this Agreement.
Indemnified Claims. USPB shall, to the extent not expressly prohibited by the Delaware Limited Liability Company Act as set forth in the Delaware Code commencing with Section 18-101 of the Delaware Code, indemnify CEO against reasonable expenses, including attorneys' fees, and against loss or liability incurred by or asserted against CEO in a legal matter or proceeding in which CEO is a party or is threatened to be made a party because CEO is, or was, an officer or employee of USPB or an affiliate of USPB (specifically including, but not limited to, any acts of the CEO related to affiliates of USPB, National Beef Packing Co., LLC and its affiliates, with USPB and all of these entities referred to as “USPB Entities”). USPB’s obligation to indemnify and hold harmless includes, but is not limited to, all pending and future litigation and claims against the USPB Entities, its officers, employees and directors which may impose liability on CEO including those claims against the USPB Entities, and claims relating to investigations relating to tort claims against the USPB Entities, deceptive trade practices and anti-competitive conduct of the USPB Entities, or their officers, employees and directors. The expenses against which CEO is indemnified include, but are not limited to, all reasonable attorney fees and other costs associated with legal representation for representation and costs that are not reasonably covered by the USPB Entities. USPB shall advance amounts to cover expenses, or pay expenses, that are included in the foregoing indemnity, upon request from the CEO. These indemnification rights shall not be deemed to exclude any rights to which the CEO may otherwise be entitled. The foregoing right to indemnification shall: (1) inure to the CEO whether or not he is an officer or employee of the USPB Entities at the time the liability or expenses are asserted, imposed or incurred and whether or not the claim asserted is based on matters which pre-date this Indemnification Agreement; and (2) extend to the CEO's heirs and legal representatives in the event of the CEO's death.
Indemnified Claims. UNLESS OTHERWISE SPECIFICALLY EXCLUDED BY SECTION 9.03(d), THE OBLIGATIONS OF THE COVERED ENTITY UNDER SECTION 9.03(b) SHALL INCLUDE, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF, OR IN ANY MANNER DIRECTLY OR INDIRECTLY CONNECTED WITH, THE FOLLOWING:
Indemnified Claims. TRX agrees to defend Expedia against, and pay the amount of any adverse final judgment or settlement to which TRX consents resulting from, any third party claim(s) (“Indemnified IP Claims”) that any TRX Tools or any portion thereof, or TRX’s provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that TRX is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and Expedia provides reasonable assistance in the defense and/or settlement of such claim.
Indemnified Claims. WTP agrees to defend MS against, and pay the amount of any adverse final judgment or settlement to which WTP consents resulting from, any third party claim(s) ("Indemnified IP Claims") that any WTP Tools or any portion thereof, or WTP's provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that WTP is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and MS provides reasonable assistance in the defense and/or settlement of such claim.
Indemnified Claims. Medis shall indemnify and hold harmless Kensington, its successors, assigns, parent, subsidiaries and Affiliates, and the officers, directors, employees and agents of each of them, from and against any and all losses, damages and expenses of any nature (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to any claim, suit, action, or proceeding (collectively, “Claims”) (i) that its performance or nonperformance under this Agreement infringes, violates or misappropriates any Intellectual Property Right of any third party; (ii) that Medis has or will violate any statute, regulation or rule of law in the manufacture, assembly, packaging or delivery of any Products (except to the extent of Kensington’s liability under Section 14); or (iii) based on the breach or alleged breach by Medis of any representation or warranty in this Agreement alleging personal injury, death, or property damage to a third party caused by a Product or related to a breach of the Product warranty as finally determined by the Parties (except to the extent such damage or Product defect was caused by or arose as a result of the acts of Kensington while the Product was in its control or custody, or in connection with the Packaging of the Products by Kensington, Kensington Work, or Kensington’s distribution of the Product).
Indemnified Claims. Seller, pursuant to subparagraph (g) of the definition of "Excluded Liability" have agreed to retain certain indemnification and insurance rights thereunder; provided that Purchaser shall hold Seller harmless with respect to any resulting Damages and Purchaser shall pay on behalf of the Seller, any cost, expense, liability or Damages as a result of the assertion of any indemnification right. In furtherance of the foregoing, Purchaser shall either assume and assert such claim or, if the Seller asserts such claim, pay any Damages on an "as incurred" basis. The procedures for implementing this Section 8.08 shall be further detailed in the Transition Services Agreement.
