Notice and Contest Sample Clauses
The Notice and Contest clause establishes the procedures by which one party must formally notify the other of a claim, dispute, or issue, and outlines the process for the recipient to contest or respond to that notice. Typically, this clause specifies the required method and timing for delivering notices, as well as the timeframe and manner in which a party may object or provide a counter-argument. Its core function is to ensure both parties are given fair opportunity to address and resolve disputes, thereby promoting transparency and due process in contractual relationships.
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
Notice and Contest. 18.3.1 If ▇▇▇▇▇▇ receives written notice from any Government Entity or from another Tax Indemnitee of any written claim against any Tax Indemnitee for any Taxes for which Lessee is required to pay or against which Lessee is required to indemnify such Tax Indemnitee pursuant to clause 18.2, Lessor shall promptly notify Lessee thereof in writing.
18.3.2 So long as (i) a contest of such claim does not involve any risk of the sale, forfeiture, seizure, detention or loss of the Aircraft or any interest therein or any civil or criminal liability on the part of any Tax Indemnitee, (ii) no Default or Event of Default has occurred and is continuing, and (iii) adequate reserves have been made for such claim or, if required, an adequate bond has been posted and arrangements satisfactory to Lessor (acting reasonably) have been made with respect to the costs and expenses associated with the contest, then Lessor will in good faith and at ▇▇▇▇▇▇’s sole cost and expense consult and cooperate with Lessee in taking such action as is reasonably practicable to avoid or mitigate such claim or loss, provided always that Lessee will indemnify such Tax Indemnitee from and against all costs and expenses suffered or incurred by the Tax Indemnitees in connection with the same. To the extent that ▇▇▇▇▇▇ indemnifies Lessor or any Tax Indemnitee in respect of any Loss under clause 18.1 and Lessor or such Tax Indemnitee is subsequently reimbursed in full in respect of that Loss by any other person, Lessor or such Tax Indemnitee shall, provided no Event of Default shall have occurred and be continuing, promptly pay to Lessee an amount equal to the sum paid to it by Lessee pursuant to clause 18.1 less any Tax payable by Lessor or such Tax Indemnitee in respect of such reimbursement.