Indemnity Disputes Sample Clauses

Indemnity Disputes. In the event that both parties claim indemnification for the same claim, action, suit or proceeding, the provisions of Sections 10.1 and 10.2 shall apply, except that the cost of defense shall be shared equally pending final resolution, at which time the party found to be entitled to indemnification shall also be entitled to reimbursement for any amount paid by it as defense costs, in addition to other amounts recoverable under Sections 10.1 and 10.2, as the case may be.
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Indemnity Disputes. If the Indemnitors deliver to the Indemnified Persons a timely Response Notice pursuant to Section 9.03(b) disputing the amount of the claim or disputing that the claim is covered by Section 9.02, or if any other dispute arises with respect to this Article IX, then the Indemnitors and the Indemnified Persons will use their best efforts to resolve such dispute. In the event the Indemnitors and the Indemnified Persons resolve the dispute, they will both execute a memorandum setting forth such resolution and, if applicable, the amount of any Loss payable to the Indemnified Persons. In the event the Indemnitors and the Indemnified Persons are unable to resolve such dispute within thirty (30) days from the Indemnified Persons' receipt of the Response Notice pursuant to Section 9.03(b), the Indemnitors and the Indemnified Persons will be entitled to initiate legal proceedings in order to resolve such dispute.
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Indemnity Disputes. If the Indemnitors dispute the amount of the claim or dispute that the claim is covered by Section 10.2, or if any other dispute arises with respect to this Article X, then the Indemnitors and the Indemnified Persons will use their best efforts to resolve such dispute. In the event the Indemnitors and the Indemnified Persons resolve the dispute, they will both execute a memorandum setting forth such resolution. In the event the Indemnitors and the Indemnified Persons are unable to resolve such dispute within forty-five (45) days from the Indemnified Persons' receipt of the Response Notice pursuant to Section 10.3(b), the Indemnitors and the Indemnified Persons will be entitled to initiate legal proceedings in order to resolve such dispute.
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Indemnity Disputes. If the Indemnifying Stockholders deliver to ------------------ the Indemnified Persons a timely Response Notice pursuant to Section 6.3(b) disputing the amount of the claim or disputing that the claim is covered by Section 6.2, or if any other dispute arises with respect to this Section 6, then the Indemnifying Stockholders and the Indemnified Persons will use their best efforts to resolve such dispute. In the event the Indemnifying Stockholders and the Indemnified Persons resolve the dispute, they will both execute a memorandum setting forth such resolution and, if applicable, the amount of any Loss payable to the Indemnified Persons. In the event the Indemnifying Stockholders and the Indemnified Persons are unable to resolve such dispute within thirty (30) days from the Indemnified Persons' receipt of the Response Notice pursuant to Section 6.3(b), the Indemnifying Stockholders and the Indemnified Persons will settle such dispute as set forth in Section 7.3.
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Indemnity Disputes. 7.1. MCHD agrees that it shall hold harmless, save and indemnify LCHD for and from any and all claims, liability, damages, demands, third-party claims, counterclaims, cross-claims and/or judgments sought by LCHD and/or any other person, party, entity and/or business arising out of and/or relating to any wrongful act and/or omission of MCHD, its employees, agents, contractors, and/or subcontractors. 7.2. LCHD agrees that it shall hold harmless, save and indemnify MCHD for and from any and all claims, liability, damages, demands, third-party claims, counterclaims, cross-claims and/or judgments sought by XXXX and/or any other person, party, entity and/or business arising out of and/or relating to any wrongful act and/or omission of LCHD, its employees, agents, contractors, and/or subcontractors. 7.3. Any and all disputes arising out of and/or relating to this agreement and/or the services thereunder shall be resolved per Wisconsin law.
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Related to Indemnity Disputes

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Resolving Disputes The Company and the customer will use all reasonable endeavours to resolve any dispute between them. If they cannot resolve their dispute between them, they will:- a. Refer the dispute to mediation which will be conducted in accordance with the Resolution Institute New Zealand Standard Mediation Agreement; and b. If mediation is unsuccessful, the matter of dispute shall be referred to a single arbitrator in accordance with the provisions contained in the Arbitration Xxx 0000 and any amendments. Nothing in this clause will preclude either party from taking immediate steps to seek urgent equitable relief before an appropriate Court.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

  • Legal Disputes 3.1 Pursuant to New York City Health and Hospitals Corporation Act, Chapter 1016-69, Section 20, all actions against NYC Health + Hospitals shall be brought in the City , in the county in which the cause of action arose, or if it arose outside of the City , in the City , County of New York. The Parties consent to the dismissal or transfer to any claims asserted inconsistent with this section. If Vendor initiates any action in breach of this section, Vendor shall promptly reimburse NYC Health + Hospitals for any attorneys’ fees incurred to remove the action to the contractually agreed upon venue. 3.2 Actions against NYC Health + Hospitals by Vendor arising out of this Agreement must be commenced within six months of the expiration or termination of this Agreement. 3.3 Neither Party shall make a claim for personal liability against any individual, officer, agent or employee of the other, nor of the City, pertaining to anything done or omitted in connection with this Agreement.

  • Tax Disputes The parties hereto shall negotiate in good faith to resolve any dispute arising in connection with this Agreement within 30 days of the date on which any such dispute arises. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent do not agree on the selection of the Tax Advisor within such five-day period, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors of recognized national standing within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the parties of its resolution of the dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser and Parent. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

  • Governing Law; Disputes 15.1 The laws of the State of New York, U.S.A. govern this Agreement, and the relationships created by it, except for its laws regarding conflicts of law and arbitrability; the Federal Arbitration Act governs all issues of arbitrability. Neither party may bring a claim more than two years after the underlying cause of action first accrues. 15.2 Each party agrees to give the other prompt written notice of any claim, controversy, or dispute arising under or related to this Agreement, and both parties agree to engage in good faith discussions to resolve the matter. If that fails to resolve the matter promptly, upon the election of either party, the parties will participate in a non-binding mediation before a mutually agreed mediator. Any controversy, claim or dispute which is not resolved through the procedures set forth above within 60 days following the initial notice (or such longer period as the parties may agree) will be resolved by arbitration before a sole arbitrator who is an attorney, under the then-current Commercial Arbitration Rules of the American Arbitration Association. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, or affiliate, of a party to the extent that right or duty arises through a party or is related to this Agreement. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction. The arbitrator is directed to hear and decide potentially dispositive motions in advance of a hearing on the merits by applying the applicable law to undisputed facts and documents. The arbitration will be held in Atlanta, Georgia, U.S.A. This Section 15.2, and the obligation to mediate and arbitrate, will not apply to claims for infringement, misappropriation or misuse of a party’s intellectual property or Confidential Information, or collection of sums owed to NCR Voyix under this Agreement. A party may at any time seek from a court of competent jurisdiction an injunction or other equitable relief in aid of arbitration. The arbitrator will not have authority to award punitive damages, non- compensatory damages, or any damages other than direct damages, nor have authority to award direct damages inconsistent with the limitations and exclusions set forth in this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

  • Disputes and Claims Failure to file such a protest within the time specified shall constitute agreement on the part of the Contractor with the terms, conditions, amounts and adjustments or non- adjustment to the contract price and/or contract time set forth in the field order.

  • Disputes In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.

  • Agreement to Arbitrate Disputes Either you or we may elect, without the other’s consent, to require that any dispute between us concerning your membership, your deposit accounts (“Accounts”) and the services related to your membership and Accounts, including but not limited to all disputes that you may raise against us, must be resolved by binding arbitration, except for those disputes specifically excluded below.

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