Notification and Procedure Sample Clauses

Notification and Procedure. Each Indemnified Party under this Article IX shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party in respect of which indemnity may be sought from the Company under this Article IX, notify the Company in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party other than to the extent, and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties in any one legal action or group of related legal actions, and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened t...
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Notification and Procedure. (1) If the Sub-Contractor considers that it is entitled to an adjustment to the Sub-Contract Sum or that it has any other entitlement under or in relation to the Sub-Contract (including damages for breach of contract on the part of the Contractor), the Sub-Contractor shall, as soon as practicable and in any event within12 working days after it became aware or should have become aware of such entitlement, give notice of this to the Contractor. The notice must prominently state that it is being given under this sub-clause 10(a)(1). Within a further 20 working days after giving the notice, the Sub-Contractor will give to the Contractor details of the following:- (i) all relevant facts about the claim (ii) a detailed calculation and (so far as practicable) a proposal, based on that calculation, of any adjustment to be made to the Sub-Contract Sum and of the amount of any other entitlement claimed by the Sub-Contractor (iii) if the total number of Site Working Days required for completion of the Sub-Contract works is increased by the delay, full details of the extent of the delay and the effect it is likely to have on the completion of the Sub-Contract works. (2) The Sub-Contractor shall provide any further information requested by the Contractor in relation to the event or circumstance. (3) If the Sub-Contractor does not give notice and details in accordance with and within the time provided in sub-clause 10(a)(1) notwithstanding anything else in the Sub-Contract the Sub-Contractor shall not be entitled to an increase to the Sub-Contract Sum and the Contractor shall be released from all liability to the Sub-Contractor in relation to the matter, except to the extent that the Contractor recovers additional payment from the Employer in respect of the Sub-Contract Works notwithstanding the failure of the Sub-Contractor to give such notice, in which case the Sub-Contractor will be entitled to corresponding payment valued in accordance with the Sub-Contract. (4) If the cause of the claim has a continuing effect, the Sub-Contractor shall update the above information at monthly intervals. (5) The Sub-Contractor shall keep detailed contemporary records to substantiate any aspect of an event or circumstance in relation to which it has, or is entitled to, give notice under this sub-clause 10(a) and its resulting costs. These shall include any records the Contractor directs the Sub-Contractor to keep. The Sub-Contractor shall provide the records to the Contractor if so di...
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Notification and Procedure. 44 9.4 Exclusive Remedy.............................................................45 ARTICLE X MISCELLANEOUS
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Notification and Procedure. (a) If the Committee is contemplating the suspension/termination/layoff of any teachers, it will so notify the Alliance President before the proposed effective date of the suspension/termination/layoff by March 1st or pursuant to RIGL 16-13-3, whichever required date is earlier, except in cases of emergency regarding the personal or professional misconduct or misdeed by a teacher. Such notice will be in writing and will include the specific positions to be affected and the reasons for the proposed action. Within ten (10) school days after receiving the aforesaid notice, the Committee will, if requested to do so, enter into discussions with the Alliance regarding the need for, manner of and other aspects of the contemplated suspension(s)/termination(s)/layoff(s) and will in connection therewith make available to the Alliance, at Committee expense, all relevant data. (b) Any teacher who is to be suspended/terminated/laid-off will be so notified before the effective date of the suspension/termination/layoff by March 1st or pursuant to RIGL 16-13-3, whichever required date is earlier, except in cases of emergency regarding the personal or professional misconduct or misdeed by the teacher. Such notice shall be in writing and will include the reasons for the proposed action, the lawful right of the teacher to an individual, private hearing before the Committee on the matter within a reasonable period of time and with representation, if so desired, by any person of his/her own choosing, the lawful rights of appeal of the decision of such hearing and the displacement (seniority) rights of such teachers vis-à-vis any least senior teacher(s) in the school system either in the area of certification in which the teacher is presently teaching or in any other area(s) of certification in which the teacher may be certified.
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Notification and Procedure. Panacela and RPCI shall notify each other in writing of any infringements by others of any intellectual property rights in the Licensed Rights. Following receipt of such notice, the Parties shall engage in meaningful consultation between themselves as to the means of preventing such infringements and shall cooperate in any preliminary steps, short of filing a lawsuit, including preliminary investigations, engagement of counsel and/or sending cease-and desist letters, that the Parties may mutually determine are required prior to the filing of any lawsuit. Unless otherwise agreed in writing between the Parties, Panacela shall have the right, but not the obligation, at Panacela’s expense, to: (i) defend any of Licensed Patents against infringement by other parties in any country, including by bringing any legal action for infringement, or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement, and (ii) join RPCI as a party thereto at Panacela’s expense. No such action may be settled without RPCI’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Panacela shall indemnify and hold the Indemnitees harmless against any Losses that may be found or assessed against RPCI or any of the foregoing in connection with any such action. Panacela acknowledges and agrees that should Panacela decline or fail to promptly commence or prosecute such claims or suits within six (6) months after notice thereof, RPCI may institute such claims or suits in its own name and join Panacela as a party thereto at RPCI’s expense. Panacela shall cooperate and assist fully in any claims, suits or other actions commenced, prosecuted and/or defended by RPCI pursuant to this Section, and RPCI shall keep any recovery or damages awarded or recovered in connection therewith.
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Notification and Procedure. Upon receipt of notice, whether formal or informal, direct or indirect, of any claim for which indemnification may be available under this Article XIII, the party receiving notice shall promptly notify the other party, and the management of both parties shall meet to discuss how to handle the matter. Notwithstanding the foregoing, the indemnifying party shall have the right to control the defense of any claim and to settle such claim in its sole discretion, except that any such settlement shall not require the indemnified party to take or refrain from taking any action other than the payment of money damages for which it is fully indemnified without its prior consent, which such consent shall not be unreasonably withheld, delayed or conditioned. The indemnified party shall have the right and obligation to reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, in the defense, settlement or other resolution of any claim. If the indemnifying party fails to timely and adequately conduct the defense of any claim, then the other party shall be entitled to take over control of such defense, including without limitation the right to select new counsel. If the indemnified party unreasonably withholds, delays or conditions its consent to any settlement for which such consent is required pursuant to this Section 13.03, then the indemnifying party shall continue to control the defense of such claim and shall have the right to commence an action against the indemnified party in accordance with the dispute resolution procedures outlined in Section 17.02 herein in the event adverse result (including any Losses) resulting from a judgment or other determination in such proceeding is less favorable to indemnifying party than the settlement as to which indemnified party failed or refused to provide its consent.
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Notification and Procedure 
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Related to Notification and Procedure

  • Notification Procedure Each such notice shall be deemed to have been delivered: (i) when presented personally to the GOB, (ii) when transmitted by facsimile, or (iii) five (5) Days after being deposited in a regularly maintained receptacle for the postal service in Bangladesh, postage prepaid, registered or certified, return receipt requested, addressed to the GOB, at the address indicated in Section 17 of the Implementation Agreement (or such other address as the GOB may have specified by written notice delivered in accordance therewith). Any notice given by facsimile under this Section 7.5 shall be confirmed in writing delivered personally or sent by prepaid post, but failure to so confirm shall not void or invalidate the original notice if it is in fact received by the GOB.

  • Review and Procedure Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations. The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09. The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.

  • Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

  • Procedure for Notification and Defense of Claim (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company. (b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder. (c) In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

  • Rules and Procedures The Benefit Society By-Laws will be amended to provide for a 6th Director with three Directors appointed by the Unions and three Directors appointed by the Corporation.

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

  • Notice and Procedure Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

  • Dispute Resolution and Governing Law The Parties agree that all disputes arising pursuant to this Agreement shall be resolved by way of negotiations and discussions and with a view to an amicable settlement and mutual benefit of both Parties. Any negotiation for the settlement of dispute shall be governed by the laws of the country where such dispute arises.

  • Dispute Resolution and Applicable Law 1. The Parties shall first attempt to settle amicably any dispute arising out of this Agreement. Any dispute shall be resolved by arbitration, ousting jurisdiction by ordinary courts, by a panel of three arbitrators. Each party to the dispute will nominate one arbitrator. These two arbitrators will then designate a third arbitrator who will also act as chairman. The arbitration decision shall be binding on the parties. The arbitration rules of the CEPANI shall be applicable. The place of any hearing shall be Brussels and the language of the arbitration shall be English. Each Party may at any time request from any competent judicial authority any interim or conservatory measure. 2. This Agreement shall be governed by the laws of Belgium.

  • Policy and Procedures If the resident leaves the facility due to hospitalization or a therapeutic leave, the facility shall not be obligated to hold the resident’s bed available until his or her return, unless prior arrangements have been made for a bed hold pursuant to the facility’s “Bed Reservation Policy and Procedure” and pursuant to applicable law. In the absence of a bed hold, the resident is not guaranteed readmission unless the resident is eligible for Medicaid and requires the services provided by the facility. However, the resident may be placed in any appropriate bed in a semi-private room in the facility at the time of his or her return from hospitalization or therapeutic leave provided a bed is available and the resident’s admission is appropriate and meets the readmission requirements of the facility.

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