Common use of Notice of Claims for Indemnification Clause in Contracts

Notice of Claims for Indemnification. Notice of any claims desired to be asserted by the Company against Xxxx with respect to any matter for which the Company claims indemnification pursuant to this Section shall be served by the Company upon Xxxx promptly. Any such notice shall set forth in reasonable detail the basis for the claim asserted. Within 20 days following its receipt of such notice, Xxxx shall send written notice to the Company stating: (i) Whether in his view the claim is one for which the Company is entitled to indemnification (a “Covered Claim”), and (ii) If he acknowledges that the claim is a Covered Claim whether he chooses to dispute its validity by participating in any defense of any action brought by a third party with respect to such claim. If Xxxx fails to furnish such notice with such 20-day period, such failure shall constitute his agreement that the claim is a “Covered Claim” and his election not to participate in the defense of any action on the Claim. If Xxxx fails to furnish such notice or states in such notification that the claim is not a Covered Claim or that he declines to dispute the validity of said Claim, the Company may defend or settle the claim without the participation of Xxxx, reserving any rights it might have with respect to indemnification. If Xxxx acknowledges that the claim is a Covered Claim, then Xxxx may participate, at his own cost and expense, in any discussions and proceedings relating thereto, provided that he has so notified the Company of his intention to do so in such notice. Any settlement or compromise made by the Company in accordance with this Section 5 without the participation of Xxxx or any final judgment or decree entered in any claim, suit or action defended only by the Company alone shall be deemed to have been consented to by, and shall be obligatory and binding upon, Xxxx as fully as if Xxxx alone had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim by a court of competent jurisdiction for the amount of such settlement or compromise, satisfaction, judgment or decree, subject only to the right of Xxxx to dispute that any such claim is a Covered Claim if, but only if, Xxxx has served the proper notice within the proper time asserting that the claim is not a Covered Claim.

Notice of Claims for Indemnification. Upon a determination by Wilsons that Wilsons has a claim for indemnification under Section 13 of the Merger Agreement (each, an "Indemnity Claim"), Wilsons shall deliver to the Escrow Agent and the Agent a copy of the notice (each, a "Claim Notice") delivered to the Shareholder Representative pursuant to the Merger Agreement. Escrow Agent shall forward a copy of such Claim Notice to the Shareholder Representative and the Agent (provided that the foregoing shall not relieve Wilson's of any claims desired to be asserted by its notice obligations under the Company against Xxxx with Merger Agreement). With respect to any matter for which each Indemnity Claim, the Company claims indemnification pursuant Escrow Agent shall pay the following amounts to this Wilsons from the Escrow Fund in cash in accordance with Section shall be served by the Company upon Xxxx promptly. Any such notice shall set forth in reasonable detail the basis for the claim asserted. Within 20 days following its receipt of such notice, Xxxx shall send written notice to the Company stating4(c) below: (i) Whether in his view the amount of such Indemnity Claim if thirty (30) days shall have expired since Wilsons delivered the Claim Notice to the Escrow Agent and the Escrow Agent shall not have received written notice within such time from the Shareholder Representative or the Agent that the amount of the claim is one for which the Company is entitled to indemnification (a “Covered Claim”), andbeing contested; (ii) If he acknowledges the amount of such Indemnity Claim (or portion thereof) that the claim is a Covered Claim whether he chooses directed to dispute its validity by participating be so paid in any defense of any action brought written notice received by a third party with respect to such claim. If Xxxx fails to furnish such notice with such 20-day period, such failure shall constitute his agreement that the claim is a “Covered Claim” and his election not to participate in the defense of any action on the Claim. If Xxxx fails to furnish such notice or states in such notification that the claim is not a Covered Claim or that he declines to dispute the validity of said ClaimEscrow Agent from Wilsons, the Company may defend or settle Shareholder Representative and the claim without the participation of Xxxx, reserving any rights it might have with respect to indemnification. If Xxxx acknowledges that the claim is a Covered Claim, then Xxxx may participate, at his own cost and expenseAgent, in any discussions and proceedings relating thereto, provided that he has so notified the Company of his intention to do so in such notice. Any settlement or compromise which case disbursement shall be made by the Company in accordance with this Section 5 without such direction; and (iii) the participation amount of Xxxx or (A) any final judgment or decree entered arbitration award in any claim, suit or action defended only by the Company alone shall be deemed to have been consented to by, and shall be obligatory and binding upon, Xxxx as fully as if Xxxx alone had assumed the defense thereof and favor of Wilsons reflected in a final judgment determination or decree had been entered in such suit or action, or with regard to such claim by (B) a final and unappealable order of a court of competent jurisdiction entering a judgment in favor of Wilsons, a certified copy of which award or order, as the case may be, the Escrow Agent shall have received, in any proceeding for indemnity under the amount of such settlement Merger Agreement, which may include any amounts claimed by Wilsons which have not previously been paid to Wilsons pursuant to Sections 4(b)(i) or compromise, satisfaction, judgment or decree, subject only to the right of Xxxx to dispute that any such claim is a Covered Claim if, but only if, Xxxx has served the proper notice within the proper time asserting that the claim is not a Covered Claim4(b)(ii).