Indemnity Claims Sample Clauses
Indemnity Claims. If any claim (“Claim”) is asserted by a party entitled to indemnification hereunder, such party (an “Indemnified Party”) shall notify (a “Claims Notice”) the party (an “Indemnifying Party”) required by the terms of this Agreement to indemnify the Indemnified Party within ten (10) business days; provided, however, the failure or delay by an Indemnified Party to give prompt notice of any Claim (if given prior to the expiration of any applicable survival periods) shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the Claim, except to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
(i) The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, shall include copies of any notices received by Indemnified Party relating to such Claim, and shall indicate the amount, if known, or an estimate, if possible, of Losses that have been or may be incurred or suffered.
(ii) The Indemnifying Party shall have the right to participate in or assume the defense of, and may compromise (subject to the limitations set forth below), any claim by a third party (“Third Party Claim”), at its own expense and by its own counsel, who shall be reasonably acceptable to the Indemnified Party, and the Indemnified Party shall cooperate in good faith in such defense. The Indemnified Party may participate, at its own expense, in the defense of any Third Party Claim assumed by the Indemnifying Party. Without the approval of the Indemnified Party, which approval shall not be unreasonably withheld or delayed, the Indemnifying Party shall not compromise a Third Party Claim defended by the Indemnifying Party which would require the Indemnified Party to perform or take any action or to refrain from performing or taking any action, pay any amount not paid upon settlement by the Indemnifying Party or admit to any wrongdoing or violation of applicable law.
(iii) If, within ten (10) Business Days of the Indemnifying Party’s receipt of a claim notice involving a Third Party Claim, the Indemnifying Party has not notified the Indemnified Party that the Indemnifying Party will assume the defense or, following such notification, Indemnifying Party fails to actively and diligently defend such Third Party Claim, the Indemnified Party may assume control of the defense or compromise of such Claim, and the costs and expenses of such defense, including costs of investigation and...
Indemnity Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.
Indemnity Claims. If any Seller Indemnitee desires to make a claim under Section 11.05 hereof which does not involve a claim by any person other than the Seller Indemnitee, then such Seller Indemnitee shall make such claim by promptly delivering written notice to the Purchaser. If any Seller Indemnitee desires to make a claim against Purchaser under Section 11.05 hereof which involves a claim by a person other than the Seller Indemnitee, then the Seller Indemnitee, upon receipt of written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in Section 11.05 (an "Asserted Liability"), shall promptly give notice (a "Claims Notice") of such claim or the commencement of such action, or threat thereof, to the Purchaser. If a Claims Notice is not provided promptly as required by this Section 11.06, the Seller Indemnitee nonetheless shall be entitled to indemnification by the Purchaser to the extent that the Purchaser has not established that it has been materially prejudiced by such late receipt of the Claims Notice. The Purchaser shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Indemnitee and such assumption shall constitute an acknowledgement by the Purchaser of its obligations to indemnify the Seller Indemnitee with respect to such Asserted Liability, and such Seller Indemnitee shall bear the fees and expenses of any additional counsel retained by it; provided, however, if the Purchaser shall elect not to assume the defense of such claim or action, the Purchaser shall reimburse the Seller Indemnitee for the reasonable fees and expenses of any counsel retained by it. Notwithstanding the above, should the Seller Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the Purchaser, the Purchaser shall not have the right to direct the defense of such action on behalf of the Seller Indemnitee and all such fees and expenses of the Seller Indemnitee shall be borne by the Purchaser. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final resolution of the oblig...
Indemnity Claims. (a) The representations and warranties contained herein, in any other Purchase Document, or in any certificate or other document delivered pursuant hereto or in connection herewith shall not be extinguished by the Closing but shall survive the Closing, subject to the limitations set forth in Section 11.5(b) hereof with respect to the time periods within which claims for indemnity must be asserted, and the covenants and agreements of the Bank and Elavon contained herein shall survive without limitation as to time except as may be otherwise specified herein. No investigation or other examination of the Bank or the Merchant Business by Elavon, or its designees or representatives, shall affect the term of survival of any representation or warranty contained herein, in any other Purchase Document, or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the Elavon Protected Parties or the Bank Protected Parties to seek indemnification as set forth in Section 11.5(b).
(b) All claims for indemnification under Sections 11.1(i) or (ii) and 11.2(i) or (ii) shall be asserted [CONFIDENTIAL TREATMENT REQUESTED] after the Closing Date. All claims for indemnification under Sections 11.1(iii), (iv), (v), (vi) and (vii) and 11.2(iii) and (iv) may be asserted until, and shall be asserted no later than, thirty (30) days after the expiration of the applicable statute of limitations with respect thereto.
(c) Nothing herein shall be deemed to prevent any party hereto from making a claim for a Loss hereunder for potential or contingent claims or demands provided the notice of Loss sets forth the specific basis for any such potential or contingent claim or demand to the extent then feasible and the Indemnitee has reasonable grounds to believe that such a claim or demand may become actual.
Indemnity Claims. With respect to the indemnities contained in this Article IX: (i) the indemnitor shall indemnify and hold harmless the indemnitee against and in respect to all Damages which the indemnitee may incur, suffer, sustain, pay or with which it may be faced arising out of, in connection with or resulting from, directly or indirectly, the subject matter of the indemnity; (ii) if indemnitee receives notice or otherwise obtains knowledge of any matter with respect to which indemnitor may become obligated to hold harmless or indemnify indemnitee under this Article then indemnitee shall promptly deliver to indemnitor a written notice describing such matter, provided that failure to promptly deliver such notice shall not affect the indemnification obligation except to the extent the indemnitor is prejudiced or injured thereby, but in any event shall deliver such notice prior to last day of the survival period for the representation, warranty, covenant or agreement that is the subject of that claim, and indemnitor shall deliver a written response within twenty (20) days of such notice from indemnitee stating its position with respect to such claim for indemnification; (iii) if such matter involves a claim against indemnitee by a third party, indemnitor shall have the right, at its option and upon advice to the indemnitee, to assume the defense of such matter at its own expense and with its own counsel, provided that such counsel does not have an actual or potential conflict of interest as determined by an opinion of counsel who is not involved in such representation and such counsel is acceptable to indemnitee on a reasonable basis; (iv) if indemnitor elects to and does assume the defense of such matter, (a) indemnitor shall not be required to indemnify indemnitee against any attorneys' fees or any other expenses incurred by indemnitee in connection with such matter following such assumption by indemnitor except as otherwise provided herein, (b) indemnitee shall reasonably cooperate as requested by indemnitor in the defense or settlement of such matter, (c) indemnitor shall keep indemnitee reasonably informed of developments and events relating to such matter, (d) indemnitee shall have the right to participate, at its own expense, in the defense of such matter, (e) indemnitor shall prosecute such matter to a final conclusion or settlement; provided, that, unless indemnitee otherwise agrees in writing, indemnitor may not settle any matter (in whole or in part) unless suc...
Indemnity Claims. Indemnity Claims include all losses, claims, demands, liabilities, responsibilities, actions or causes of action asserted by or on behalf of any third party to a sub-agreement which arises out of under this Agreement or a sub-agreement, or any negligent, reckless, or willful conduct by the .
Indemnity Claims. During the seven-year period commencing on the Effective Date (the “Indemnity Period”), any consideration of or determination by the Company of whether or not to pursue any claim for indemnification against Cargill pursuant to Section 9.21 of the Merger and Contribution Agreement shall be made by the IMC Independent Directors.
Indemnity Claims. 58 Section 11.4. Deductible.................................................................................59 Section 11.5. Notice of Claim............................................................................60 Section 11.6. Defense....................................................................................61 Section 11.7.
Indemnity Claims. 26 14.7 Remedies; Right of Set-Off.................................. 27
Indemnity Claims. After the Closing, the Corporation and the Selling Stockholder shall promptly give notice to each other after any of them obtains knowledge of any claim, obligation, liability or action for which indemnification may be sought hereunder or prior to written notice of the commencement of a legal proceeding for which indemnification may be sought hereunder, whichever occurs first; provided that the failure to give such notice (other than notice of the commencement of the legal proceeding) shall not adversely affect any right of indemnification under this Agreement. The indemnifying party shall be entitled to control or defend any such legal proceedings, 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, with the indemnified party’s prior written approval, such approval not to be unreasonably withheld, any claim or litigation regarding which it is required to indemnify. As of the date hereof, none of the parties hereto are aware of any claims for which indemnification may be sought.