Notice and Contest Sample Clauses

Notice and Contest. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Owner; provided that the failure to provide such notice shall not release Owner from any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee pursuant to this Section 7.1 shall be deemed to constitute a waiver or release of any right or remedy which Owner may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense hereunder (provided that such acknowledgment does not apply if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or ...

Notice and Contest. 23 (v) Withholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 (c) General Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (i) Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (ii) Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (iii) Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 (iv) Right to Defend; Subrogation; Fees and Expenses of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 (d) Owner Participant's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 (e) Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 (f) Interest on Overdue Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 (g) Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 8. Other Representations, Warranties, Covenants and Indemnities . . . . . . . . . . . . . . . . 30 (a) Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 (b) Citizenship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30