Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows:
(a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by...
Method of Asserting Claims, Etc. In the event that any claim or demand for which NPC or Bison would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify NPC and Bison of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison shall then have ten (10) days from the effective date of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's sole cost and expense, to defend Middle Bay against such claim or demand.
(a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice).
(b) In the event that NPC or Bison notifies Middle Bay within the Notice Period that it desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, NPC or Bison shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of M...
Method of Asserting Claims, Etc. In the event that any claim or demand is asserted against or sought to be collected from an Indemnified WorldPort Party or Indemnified WWC Party (an "Indemnified Party") by a third party, the Indemnified Party shall promptly notify the party from which indemnification is sought pursuant to paragraphs 10(a) and 10(b) above (the "Indemnifying Party") of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall have twenty (20) days from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party, (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand.
Method of Asserting Claims, Etc. Buyer will give prompt written notice to Sellers (or the appropriate Seller) of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to Damages under Section 9.01 hereof, stating the nature, basis and (to the extent known) amount thereof. If the Claim under Section 9.01 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Sellers shall be entitled to participate therein, and, to the extent desired by them, to assume the defense thereof, and after notice from Sellers to Buyer of the election so to assume the defense thereof, Sellers will not be liable to Buyer for any legal or other expenses subsequently incurred by Buyer in connection with the defense thereof, unless Sellers do not actually assume the defense thereof following notice of such election. Buyer and Sellers will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer will not settle any Claim and incur any Damages without the written consent of the Sellers (or the appropriate Seller), which consent shall not be unreasonably withheld. Buyer and/or the Company shall assign to Sellers all right, title and interest in any Claim which is paid by Sellers hereunder.
Method of Asserting Claims, Etc. The Person claiming indemnification under Section 4.2 or 4.3 hereinafter shall be referred to as the “Indemnified Party” and the Person against whom such claims is asserted under this Agreement shall be referred to as the “Indemnifying Party.” All claims for indemnification by any Indemnified Party under this Article IV shall be asserted and conducted as follows:
Method of Asserting Claims, Etc. The party claiming indemnification under Section 12.1 or 12.2 of this Agreement hereinafter referred to as the "Indemnified Party" and the party against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." All claims for indemnification by any Indemnified Party under this Article XII shall be asserted and conducted as follows:
Method of Asserting Claims, Etc. The Parties hereby acknowledge and agree that, in the event that any of the applicable parties set forth in Section 7.02(a) take any applicable Indemnifiable Action (and provided that the applicable Indemnifiable Action is not revoked or rescinded within the time periods set forth in Section 7.02(a)(i) and (ii)), the applicable indemnifying party shall absolutely and unconditionally be liable to pay, and shall pay, the applicable indemnified party for any and all Losses suffered as a result thereof. Notwithstanding anything to the contrary in this Section 7.02, the foregoing sentence shall not limit the remedies which either JMB/NYC or OHSP may have against any other Party and the right of JMB/NYC or OHSP to seek injunctive relief with respect to the applicable Indemnifiable Actions or specific performance of the obligation underlying the same.
Method of Asserting Claims, Etc. The obligations and Liabilities of any party hereto against which indemnification is sought hereunder with respect to claims resulting from the assertion of liability by third parties shall be subject to this Section 7.3.
(a) Promptly after receipt by any Indemnified Party of notice of any demand or claim or the commencement of any action, proceeding or investigation (an “Asserted Liability”) that could reasonably be expected to result in Losses, the Indemnified Party shall promptly give written notice thereof (a “Claims Notice”) to the party obligated to provide indemnification pursuant to Section 7.2(a) or Section 7.2
Method of Asserting Claims, Etc. A Party making a claim for indemnification under this section 8 shall, for the purposes of this Agreement, be referred to as the “Indemnified Party” and the Party or Parties against whom such claim is asserted under this section 8 shall, for the purposes of this Agreement, be referred to as the “Indemnifying Party”. All claims by an Indemnified Party shall be asserted and resolved as follows:
Method of Asserting Claims, Etc. Within 45 days after NBC discovers or it receives notice of any Claim which might give rise to Damages under Section 9.1 hereof, NBC will give written notice to Shareholders of such Claim stating the nature, basis and (to the extent known) amount thereof. If the Claim under Section 9.1 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Shareholders shall be entitled to participate therein, and, to the extent desired by Shareholders, to assume the defense thereof, and after notice from Shareholders to NBC of the election so to assume the defense hereof, Shareholders will not be liable to NBC for any legal or other expenses subsequently incurred by NBC in connection with the defense thereof, other than reasonable costs of investigation, unless Shareholders do not actually assume the defense thereof following notice of such election. NBC and Shareholders will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. NBC will not settle any Claim and incur any Damages without the written consent of the Shareholders, which consent shall not be unreasonably withheld. NBC and/or the Company shall assign to Shareholders all right, title and interest in any Claim which is paid by Shareholders hereunder.
