Notice of Claims; Procedure Sample Clauses

Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 12 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding‌ the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day period set forth in this Section 12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 12.4(b), the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required...
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Notice of Claims; Procedure. Buyer shall give reasonable notice to Seller of any claim or notice of the commencement of any action, administrative or legal proceeding or investigation as to which indemnification under this Article 13 may apply or promptly after Buyer has actual knowledge of any other Loss that would result in a claim for indemnification. Buyer shall reasonably cooperate with Seller in the defense of any such claim. Seller will use counsel reasonably satisfactory to Buyer to defend any such claim and shall control the defense of any such claim. Buyer may participate in the defense of any such claim at its own expense. Seller may not agree to any settlement or compromise of any claim without Buyer’s prior written consent (which consent may not be unreasonably withheld) that is not an unconditional release of Buyer from any and all liabilities upon the payment of money that will be paid by the Seller.
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Notice of Claims; Procedure. 4.2.1 Following the hearing of the Settlement Approval Application and upon the Court issuing an order approving the Settlement and upon that order becoming a Final Order, Class Counsel or the Claims Administrator shall disseminate the Notice of Claims Procedure by posting it on the Claims Administrator’s website and by emailing a copy of it to the email address that the Defendants have on record for the Settlement Class Members, which names and email addresses shall be provided by the Defendants to the Claims Administrator in accordance with section 6.2.3, or using such other method ordered by the Court.
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Notice of Claims; Procedure. (a) The Indemnified Party shall, with reasonable promptness after obtaining knowledge thereof, provide the Indemnifying Party with Notice of the proceedings, Claims, demands or assessments that may be subject to indemnification, which Notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the Claim, a good faith estimate of the amount of Damages and copies of any pleadings or demands from the third party. The Indemnifying Party shall have thirty (30) Days after its receipt of the Claim Notice to notify the Indemnified Party in writing whether or not the Indemnifying Party agrees that the Claim is subject to this ARTICLE 14 and, if so, whether the Indemnifying Party elects to undertake, conduct and control, through counsel of its choosing and at its sole risk and expense, the settlement or defense of the Claim. If within thirty (30) Days after its receipt of the Claim Notice, the Indemnifying Party Notices the Indemnified Party that it elects to undertake the settlement or defense of the Claim, the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith including by making available to the Indemnifying Party all relevant information and the testimony of employees and agents material to the defense of the Claim. The Indemnifying Party shall reimburse the Indemnified Party for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as the Indemnifying Party is contesting the Claim in good faith and with diligence, the Indemnified Party shall not pay or settle the Claim.
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Notice of Claims; Procedure. The Indemnified Party shall, with reasonable promptness after obtaining knowledge of a Claim as to which the indemnity provided for in Section 12.1 may apply, deliver notice thereof to the Indemnifying Party (the “Claim Notice”), which must include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the Claim and copies of any pleadings or demands from the third party. Any failure of or delay in delivering a Claim Notice shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party.
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Related to Notice of Claims; Procedure

  • Claims Procedure An Executive or Beneficiary (“claimant”) who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:

  • Notice of Claim Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

  • Claims Procedures Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 or 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:

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