Indemnity Notice Sample Clauses
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Indemnity Notice. The Indemnified Party shall notify the Indemnifying Party promptly, but in no event later than thirty (30) days, after receipt of notice of the commencement of any Claim against the Indemnified Party with respect to which the indemnity set forth in Section 12.1 may apply. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that (a) if the defendants in or a party to any such Claim include both an Indemnitee and the Indemnifying Party and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then each such Indemnitee shall have the right (at the Indemnifying Party’s expense) to select separate counsel to assert such legal defenses and to otherwise participate in the defense of the Claim on behalf of such Indemnitee; (b) if the Claim cannot by its nature be defended solely by the Indemnifying Party, the Indemnitee shall use Commercially Reasonable Efforts to cooperate with the Indemnifying Party in its contest of the Claim and to make available all information and assistance as the Indemnifying Party may reasonably request at the expense of the Indemnifying Party; (c) the Indemnifying Party shall not be entitled to assume and control the defense of any such Claim without the prior Consent of the Indemnitee if and to the extent such Claim involves the potential imposition of criminal liability on the Indemnitee or may subject the Indemnitee to new or additional regulation; and (d) the Indemnifying Party shall not, without the prior Consent of the Indemnitee, consent to the entry of any judgment against such Indemnitee or enter into any settlement or compromise that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee a release, in form and substance satisfactory to the Indemnitee, from all liability in respect of such Claim, except the payment of money that will be paid by the Indemnifying Party.
Indemnity Notice written notification of a claim for indemnity under Article 9, other than a Third Party Claim, made by an Indemnified Party to an Indemnifying Party pursuant to Section 9.05(b);
Indemnity Notice. The term "Indemnity Notice" shall have the meaning set forth in Section 14.3(d).
Indemnity Notice. No party shall be entitled to assert any claims against the other for misrepresentations or breaches of representations and warranties under or pursuant to this Agreement (or for indemnification under Article 7 hereof for such misrepresentations or breaches of representations and warranties), unless the party asserting such claim shall notify the other of such claim with reasonable specificity and outlining the basis of alleged liability within the survival period of the applicable representation and warranty and in the event of such notice the party asserting such claim shall be entitled to pursue and seek recovery for all Losses relating thereto, subject to the limitations set forth in Article 7.
Indemnity Notice. If any Action is brought against a Party, or a Party receives a notice of an Action, that Party shall promptly deliver written notice of such Action to the Indemnifying Party (the “Indemnification Notice”). An Indemnification Notice shall: (i) provide the basis for indemnification; and (ii) include copies of all relevant pleadings, demands, and other documents relevant to the Action. Failure to deliver the Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligation, except to the extent that the Indemnifying Party is prejudiced by failure to timely deliver the Indemnification Notice. Any legal expenses and costs incurred by the Indemnified Party prior to delivering the Indemnification Notice shall not be subject to indemnification.
Indemnity Notice. Buyer and Seller each agree to give the other party prompt notice of any circumstance under which such other party would have a claim for indemnity pursuant to this Article 11.
Indemnity Notice. Section 8.3 Indentures....................................................... Section 9.1
Indemnity Notice. Section 8.3
Indemnity Notice. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim.
Indemnity Notice. 38 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12