Common use of Notice of Indemnity Clause in Contracts

Notice of Indemnity. Whenever Newco or Grace-Conn., or any of their respective subsidiaries (hereinafter an "Indemnitee"), becomes aware of the existence of an issue which could cause Fresenius AG (hereinafter the "Indemnitor") to have any liability for indemnification hereunder ("Indemnity Issue"), the Indemnitee shall promptly give notice to the Indemnitor of such Indemnity Issue. The failure of any Indemnity to give such notice shall not relieve the Indemnitor of its obligations under this Agreement except to the extent the Indemnitor or any of its affiliates is actually materially prejudiced by such failure to give notice. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has the responsibility for filing the Tax Return with respect to which there in an increased Tax liability as a result of an Indemnity Issue (the "Responsible Party") shall have the right to decide as between the parties how such matter is to be dealt with and finally resolved with the appropriate taxing authority and shall control all audits and similar proceedings. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, (A) such cooperation may include permitting the Indemnitor, at the Indemni-tor's sole expense, to litigate or otherwise resolve any Indemnity Issue, and (B) whenever more than one action is reasonably available in connection with any Indemnity Issue, the Responsible Party agrees to take whatever action would mitigate the Indemnitor's liability hereunder, after consultation with the Indemnitor. Notwithstanding the foregoing, nothing herein shall require or obligate the Indemnitor to contest any Indemnity Issue.

Notice of Indemnity. Whenever Newco or Grace-Conn., or any Claim (a) A party seeking indemnity hereunder ("Indemnified Party") will notify the other party ("Indemnifying Party") of their respective subsidiaries (hereinafter an "Indemnitee"), the Loss in question within a reasonable time after the Indemnified Party becomes aware of the existence of an issue which could cause Fresenius AG such Loss, but in no event more than thirty (hereinafter 30) days thereafter; provided, that the "Indemnitor") failure so to have any liability for indemnification hereunder ("Indemnity Issue"), the Indemnitee shall promptly give notice to the Indemnitor of such Indemnity Issue. The failure of any Indemnity to give such notice shall not timely notify will relieve the Indemnitor of its obligations under this Agreement except Indemnifying Party from the obligation to indemnify against the liability respecting such Loss only to the extent the Indemnitor Indemnifying Party establishes by competent evidence that it is prejudiced thereby. In any case, if a claim or any of its affiliates action arising from or giving rise to a Loss is actually materially prejudiced by initiated or threatened, the Indemnified Party will notify the Indemnifying Party thereof, and such failure to give notice. The Indemnitor and its representatives, at the Indemnitor's expense, shall Indemnified Party will be entitled to participate (iin the defense thereof at its own expense; provided, however, that the Indemnifying Party will have sole discretion to determine whether to contest, compromise, enter pleas, or settle any such claim or action brought against the Indemnified Party. In the event that the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Section 8.4(a) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has the responsibility for filing the Tax Return with respect to a Loss caused by or due to a third party, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party against such third party with respect to the Loss to which there such indemnification relates. (b) A claim for indemnification for any Loss not involving a third-party claim shall be asserted by written notice to the Indemnifying Party within a reasonable time after the Indemnified Party becomes aware of the existence of such Loss, but in an increased Tax no event more than thirty (30) days thereafter; provided, that the failure so to timely notify will relieve the Indemnifying Party from the obligation to indemnify against the liability as a result of an Indemnity Issue (respecting such Loss only to the "Responsible Party") shall have extent the right to decide as between the parties how such matter Indemnifying Party establishes by competent evidence that it is to be dealt with and finally resolved with the appropriate taxing authority and shall control all audits and similar proceedingsprejudiced thereby. The Responsible Party agrees existence of the threshold amount under Section 8.7 hereof shall not, in and of itself, be deemed to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into accountprejudice an Indemnifying Party. If the Indemnitor is not the Responsible Indemnifying Party, in good faith, disputes such claim of indemnification, it shall give the Indemnified Party notice of its good faith objection within ten (A10) days after notice is given of such cooperation claim of indemnification and, if the parties are unable to resolve the dispute regarding indemnification within ten (10) days after notice is given of the Indemnifying Party's objection, either party may include permitting seek resolution of the Indemnitor, at the Indemni-tor's sole expense, dispute pursuant to litigate or otherwise resolve any Indemnity Issue, and (B) whenever more than one action is reasonably available in connection with any Indemnity Issue, the Responsible Party agrees to take whatever action would mitigate the Indemnitor's liability hereunder, after consultation with the Indemnitor. Notwithstanding the foregoing, nothing herein shall require or obligate the Indemnitor to contest any Indemnity Issue.Section

Notice of Indemnity. Whenever Newco or Grace-Conn., or any of their respective subsidiaries a party hereto (hereinafter an "Indemnitee"), ) becomes aware of the existence of an issue which could cause Fresenius AG increase the liability for any Tax of the other party hereto or any member of its Group or require a payment hereunder (hereinafter the "Indemnitor") to have any liability for indemnification hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the Indemnitor "Indemnitor") of such Indemnity Issue. The failure of any Indemnity Indemnitee to give such notice shall not relieve the any Indemnitor of its obligations under this Agreement except to the extent the such Indemnitor or any of its affiliates affiliate is actually materially prejudiced by such failure to give notice. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has the responsibility for filing the Tax Return with respect to which there in an increased Tax liability as a result of an Indemnity Issue under this Agreement (the "Responsible Party") with respect to which there is an increase in liability for any Tax or with respect to which a payment is required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate taxing authority and shall control all audits and similar proceedings. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, (A) such cooperation may include permitting the Indemnitor, at the Indemni-torIndemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue, and (B) whenever more than one action is reasonably available in connection with any Indemnity Issue, the Responsible Party agrees to take whatever action would mitigate the Indemnitor's liability hereunder, after consultation with the Indemnitor. Notwithstanding the foregoing, nothing herein shall require or obligate the Indemnitor to contest any Indemnity Issue.