Indemnity Claim. To the fullest extent permitted by law, the parties will indemnify each other from any claim, loss, cost, suit, judgment, damage, or expense, including reasonably incurred legal fees and costs caused by, in whole or in part, (i) any violation of the other party’s obligations hereunder or (ii) due to such party’s negligence or willful misconduct.
Indemnity Claim. Notwithstanding the foregoing, any claim arising out of any representation, warranty or covenant that would otherwise terminate in accordance with subsections (a) or (b) above will continue to survive, if notice for indemnity (as detailed below) based in whole or in part thereon shall have been timely given under this Article XII on or prior to such termination date, until such claim for indemnification has been satisfied or otherwise finally resolved.
Indemnity Claim. After the Closing, the Purchaser, the Seller and DSI shall promptly give notice to each other after either of them obtains knowledge of any claim, obligation, liability or action for which indemnification may be sought hereunder or prompt written notice of the commencement of any legal proceeding for which indemnification may be sought hereunder, whichever occurs first, provided that the failure to give such notice shall not adversely affect any right of indemnification under the Agreement absent any material prejudice to the rights of the indemnifying party. The indemnifying party shall be entitled to control the defense of any such legal proceeding, retain counsel reasonably satisfactory to the indemnified party, at the sole expense of the indemnifying party, and the indemnified party shall cooperate with the indemnifying party in the defense of such claim and shall have the right, but not the obligation, to participate in the defense at its own expense. If the indemnifying party elects not to direct such defense, the indemnified party shall have the right, at its own discretion, to direct such defense at the indemnifying party's sole expense. The indemnifying party shall have the right to compromise or settle (for money damages only), with the indemnified party's prior written approval, any claim or litigation regarding which it is required to indemnify. If the indemnified party refuses to approve any compromise or settlement recommended by the indemnifying party which would have concluded such claim or litigation but for the indemnified party's failure to give approval, the indemnifying party's liability to the indemnified party hereunder with respect to such claim or litigation shall not exceed the amount which the indemnifying party would have paid pursuant to the proposed compromise or settlement.
Indemnity Claim. Within thirty (30) days after the occurrence of an Hitachi Related Indemnity Event, but in any event prior to the Hitachi Escrow Termination Date (as hereinafter defined), Intek shall give notice (the "Indemnity Notice") to Midland and Escrow Agent specifying in reasonable detail the occurrence of such Hitachi Related Indemnity Event and the nature and dollar amount of Losses incurred by Intek resulting from the occurrence of such Hitachi Related Indemnity Event (a "Claim"); provided, HOWEVER, that Intek shall not be entitled to reimbursement or indemnity for Claims hereunder except to the extent that such Claims, in the aggregate:
(i) exceed $50,000; and
(ii) are less than or equal to the Hitachi Portion of the Escrow Fund (after deducting all amounts expended or disbursed by Escrow Agent pursuant to the terms of this Escrow Agreement with respect to the Hitachi Portion of the Escrow Fund). Escrow Agent shall not independently inquire into or consider the merits of any Claim but shall be entitled to rely upon and shall perform its duties hereunder in strict accordance with the provisions of this Escrow Agreement.
Indemnity Claim. (a) Parent, acting through the Committee may make a claim for indemnification pursuant to Article VIII of the Merger Agreement or a claim for expenses incurred by the Representative and paid by Parent in accordance with Section 8.6 of the Merger Agreement (“Indemnity Claim”) against the Holdback Escrowed Shares Fund by giving notice (a “Notice”) to the Representative (with a copy to the Escrow Agent) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Merger Agreement which it asserts has been breached or otherwise entitles Parent to indemnification, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether the Loss resulting from the Indemnity Claim may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance. The Committee also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Representative.
(b) If the Representative shall give a notice to the Committee (with a copy to the Escrow Agent) (a “Counter Notice”), within thirty (30) days following the date of receipt (as specified in the Committee's certification) by the Representative of a copy of the Notice, disputing whether the Indemnity Claim is indemnifiable under Article VIII of the Merger Agreement, the parties shall attempt to resolve such dispute by voluntary settlement as provided in paragraph 2(c) below. If no Counter Notice with respect to an Indemnity Claim is received by the Escrow Agent from the Representative within such thirty (30) day period, the Indemnity Claim shall be deemed to be an Established Claim (as hereinafter defined) for purposes of this Agreement.
(c) If the Representative delivers a Counter Notice to the Escrow Agent, the Committee and the Representative shall, during the period of sixty (60) days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given. If the Committee and the Representative shall reach a settlement with respect to any such dispute, they shall join...
Indemnity Claim a. Lost time as defined by statute;
b. Permanent physical impairment;
c. Fatality;
d. Denial of benefits; and
Indemnity Claim. All payments to be made to the Seller under this Agreement shall be made in Euros by electronic transfer of immediately available funds to the account of the Seller with number BX00 0000 0000 0000 GKCC BXXX (Belfius).
Indemnity Claim. Indemnity Claim" shall have the meaning set forth in Section 9.5 hereof.
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Indemnity Claim. (a) If a claim for indemnity is made by the Purchaser under clause 5 of this Agreement during the one year period referred to in clause 5.1, upon final determination or settlement of such claim for indemnity the Purchaser shall be entitled, at its discretion, to transfer to the Purchaser (or its nominee) that number of Reserved Shares as is required to satisfy that indemnity. The value of any Reserved Shares so transferred shall be US$2.80 per share.
(b) If the Purchaser exercises its discretion under clause 4.3(a), the Vendor must execute all documents reasonably necessary to effect the appointment and transfer as soon as practicable after notice of the exercise.
