Notice; Defense; Settlement Sample Clauses

Notice; Defense; Settlement. A Person entitled to indemnification under this ARTICLE 11 or any other indemnification provision set forth in this Agreement (the "Indemnitee") shall, within ten (10) Business Days after the receipt of Notice of the commencement of any legal action or of any claims against such Indemnitee in respect of which indemnification will be sought, notify the Party having the indemnification obligation hereunder (the "Indemnitor") with a written Notice thereof. Failure of the Indemnitee to give such written Notice will reduce the liability of the Indemnitor only by the amount of damages actually attributable to the failure of the Indemnitee to give such written Notice to the Indemnitor, but the failure so to notify shall not relieve the Indemnitor from any liability that it may have to such Indemnitee otherwise than under the indemnity agreements contained in this Agreement. In case any such claim or legal action shall be made or brought against an Indemnitee and such Indemnitee shall notify the Indemnitor thereof, the Indemnitor may, or if so requested by such Indemnitee shall, assume the defense thereof, without any reservation of rights. After written Notice from the Indemnitor to such Indemnitee of an election to assume the defense thereof and approval by the Indemnitee of counsel selected by the Indemnitor, the Indemnitor will not be liable to such Indemnitee under the indemnification provisions of this Agreement for any legal fees or expenses subsequently incurred by such Indemnitee in connection with the defense thereof so long as the Indemnitor continues to provide such defense. No Indemnitee shall settle any indemnified claim over which the Indemnitor has not been afforded the opportunity to assume the defense without the Indemnitor’s written approval. The Indemnitor shall control the settlement of all claims over which it has assumed the defense; provided, however, that the Indemnitor shall not conclude any settlement that requires any action or forbearance from action by the Indemnitee or any of its Affiliates without the prior written approval of the Indemnitee. The Indemnitee shall provide reasonable assistance to the Indemnitor, at the Indemnitor’s expense, in connection with such legal action or claim. If the Indemnitor assumes the defense of any such claim or legal action, any Indemnitee shall have the right to employ separate counsel in such claim or legal action and participate therein, and the reasonable fees and expenses of such counsel shall b...
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Notice; Defense; Settlement. Whenever any claim shall arise for defense, indemnification and/or hold harmless (“Indemnification”) hereunder, the party or parties asserting a right to Indemnification hereunder (collectively, the “Indemnified Party”) shall promptly notify the party or parties that are obligated to provide such Indemnification (collectively, the “Indemnifying Party”) by written notice and shall include all details of such claim. The Indemnifying Party shall, at its sole cost and expense, investigate, handle, respond to and provide defense for any investigation, claim, demand or suit for which it provides Indemnification under this Agreement. Any Indemnified Party shall be entitled to participate in, but not control, the defense of any such investigation, claim, demand or suit and in any event shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending the investigation, claim, demand or suit. If the Indemnifying Party does not elect to control the litigation as provided above, the Indemnified Party may defend against such investigation, claim, demand or suit in such manner as it may deem appropriate, including without limitation, settling such investigation, claim, demand or suit, after giving prior written notice to the Indemnifying Party on such terms as such Indemnified Party may deem reasonable and appropriate, and thereafter, the Indemnifying Party shall promptly reimburse the Indemnified Party for all losses and expenses covered by the claim for Indemnification.
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Related to Notice; Defense; Settlement

  • Notice to Settlement Class Members 5.1 The Parties agree that the following Notice Program provides reasonable notice to the Settlement Class.

  • Objections to Settlement 7.7.1 Only Participating Class Members may object to the class action components of the Settlement and/or this Agreement, including contesting the fairness of the Settlement, and/or amounts requested for the Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment and/or Class Representative Service Payment.

  • Loss Settlement Covered property losses are settled as follows:

  • Dispute Settlement 1. A Party may not initiate proceedings under the general dispute settlement provisions of this Agreement regarding a refusal to grant temporary entry under this Chapter unless: (a) the matter involves a pattern of practice; and (b) the business person has exhausted the available administrative remedies regarding the particular matter. 2. The remedies referred to in subparagraph 1(b) shall be deemed to be exhausted if a final determination in the matter has not been issued by the competent authority within one year of the institution of an administrative proceeding, and the failure to issue a determination is not attributable to delay caused by the business person.

  • The Settlement The Settlement was reached on May 11, 2018. Class Counsel filed this action on May 10, 2018. Over two years prior to the filing of this action, Class Counsel and Defendant’s Counsel conducted an adversarial informal discovery process. Class Counsel reviewed and analyzed thousands of pages of documents provided by Defendant and also reviewed many other documents, including U.S. Department of Labor Forms 5500 and other publicly available documents. The Parties participated in mediation before a nationally recognized mediator who has extensive experience in resolving similar claims involving other 401(k) plans. Only after six months of extensive arm’s length negotiation following the mediation were the parties able to agree to the terms of the Settlement. As part of the Settlement, a Qualified Settlement Fund of $17,000,000 will be established to resolve the Class Action. The Net Settlement Amount is $17,000,000 minus any Administrative Expenses, taxes, tax expenses, Court-approved Attorneys’ Fees and Costs, Class Representatives’ Compensation, and other approved expenses of the litigation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court. In addition to the monetary component of the Settlement, the Parties to the Settlement have agreed to certain additional terms: (1) During the first eighteen months (18) following the final approval of the Settlement, Defendant has agreed that the Plan’s fiduciaries will conduct a Request for Proposal (“RFP”) process for recordkeeping services to the Plan; (2) Within the first year following final approval of the Settlement, Defendant has agreed to publish a communication to then current Plan participants explaining the risks and benefits of the Plan’s money market fund investment option; (3) Defendant also will use an independent consultant familiar with fixed income investment options in defined contribution plans who will review the investment lineup and make recommendations to the Plan’s fiduciaries regarding whether to retain the money market fund and whether to add a stable value or comparable fund; (4) In addition, during the three- year Settlement period, Defendant has agreed to provide Class Counsel a list of the Plan’s investment options and fees; and (5) In considering investment options for the Plan, Defendant has agreed that the Plan’s fiduciaries will consider: (a) the lowest-cost share class available for any particular mutual fund considered for inclusion in the Plan as well as other criteria applicable to different share classes; (b) the availability of revenue sharing rebates on any share class available for any particular mutual fund considered for inclusion in the Plan; and (c) the availability of collective trusts, to the extent such investments are permissible and are otherwise identical to a particular mutual fund considered for inclusion in the Plan.

  • Net Out of Settlement Amounts The Non-Defaulting Party will aggregate all Settlement Amounts into a single amount by netting out (a) all amounts that are due to the Defaulting Party for Product that has been Delivered and not yet paid for, plus, at the option of the Non-Defaulting Party, any cash, security or other Performance Assurance then available to the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”) payable by the Defaulting Party. The Termination Payment, if any, is due from the Defaulting Party to the Non-Defaulting Party within two Business Days following notice.

  • Objections to the Settlement 7.1 Any Settlement Class Member who wishes to object to the Settlement Agreement must submit a timely and valid written notice of his or her objection (“Objection”) by the Objection Deadline (as defined herein). Such notice shall: (i) state the objecting Settlement Class Member's full name, current address, telephone number, and email address (if any); (ii) contain the objecting Settlement Class Member's original signature; (iii) set forth information identifying the objector as a Settlement Class Member, including proof that the objector is within the Settlement Class (e.g., copy of the Notice or copy of original notice of the Data Security Incident); (iv) set forth a statement of all grounds for the objection, including any legal support for the objection that the objector believes applicable; (v) identify all counsel representing the objector; (vi) state whether the objector and/or his or her counsel will appear at the Final Approval Hearing, and; (vii) contain the signature of the objector's duly authorized attorney or other duly authorized representative (if any), along with documentation setting forth such representation.

  • Gross Settlement Amount Except as otherwise provided by Paragraph 8 below, Defendant promises to pay $290,000.00 and no more as the Gross Settlement Amount and to separately pay any and all employer payroll taxes owed on the Wage Portions of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount (or any payroll taxes) prior to the deadline stated in Paragraph 4.3 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

  • Notice of Settlement Each Program Participant and her counsel shall provide the Claims Administrator and Organon’s counsel a copy of a letter or other communication (i) notifying each Governmental Payor identified pursuant to Section 9.01(B)(1) that a claim related to the Program Participant’s alleged use of NuvaRing has settled; and (ii) requesting a written response indicating whether each Governmental Payor holds any interest, including Liens and subrogation interests, related in any way to such Program Participant’s alleged use of NuvaRing and the claimed amount of any such interest.

  • Funding of Gross Settlement Amount Defendant shall fully fund the Gross Settlement Amount, and also fund the amounts necessary to fully pay Defendant’s share of payroll taxes by transmitting the funds to the Administrator no later than 14 days after the Effective Date.

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