Party Claims. (a) Buyer shall notify Seller if it is seeking indemnification in writing, and with reasonable promptness, of any claim (a “Claim”).
(b) In the notice delivered under Section 8.9(a), Buyer shall include the following:
(1) a description of any claim, or any event, or fact known to Buyer that gives rise or may give rise to a claim, by Buyer against Sellerr under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and
(2) the following statement:
(c) It is a condition to Seller’s obligation to indemnify Buyer with respect to a Claim that Buyer perform its obligations under Sections 6.3(a) and 6.3 (b), but failure to satisfy that condition relieves Seller of its obligation to indemnify with respect to a Claim only to the extent that Seller actually has been prejudiced by Buyer’s failure to give notice as required.
(d) Seller has the right, by written notice, for a 30-day period, to dispute its liability to Buyer with respect to a Claim. The 30-day period begins the day after delivery to Seller of Buyer’s notice under Section 6.3(a) and ends at midnight at the end of the 30th day.
(e) If Seller timely disputes its liability to Buyer with respect to a Claim, Seller and Buyer shall negotiate in good faith to resolve the dispute.
(f) The Claim described in the notice is conclusively deemed a Loss of Seller if (i) Buyer has provided Seller notice in accordance with Section 5.3(b) and (ii) Seller does not dispute its liability as provided in Section 6.3(d).
(g) If a Claim has been deemed a Loss in accordance with Section 5.3(f), Seller shall pay the amount of the Loss to Buyer (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer estimated the amount of the Loss (or any portion of it) in its notice.
(h) In addition to making the payment under Section 6.3(g), Seller shall make any other payments required by this article, including, without limitation, the payment of the Buyer’s Litigation Expenses.
Party Claims. District’s insurance shall be primary for claims for damage to the Site’s physical structures caused by the actions of third parties, except to the extent that the third party’s actions arose as a result of the negligence, intentional disregard or malfeasance of the Charter School. The Charter School’s liability insurance shall be primary to the District’s for all third party liability claims related to the site, except to the extent that the third party’s actions arose as a result of the negligence, intentional disregard or malfeasance of the District.
Party Claims. The Indemnifying Party shall promptly reimburse the Indemnitee its out-of-pocket costs incurred in providing assistance pursuant to the foregoing sentence and for the Indemnitee's personnel costs on any occasion on which personnel of the Indemnitee spend one full day or more in providing such assistance.
Party Claims. RemainCo and SpinCo agree with each other that neither of them nor any member of their respective Groups will disclose Privileged Joint Defense Material to third parties without the consent of the other, and that the disclosure of Privileged Joint Defense Material generated by one of them to the other does not constitute a waiver of any available privileges. RemainCo and SpinCo consider such disclosure of matters of common concern essential to the effective representation of them in the BSI Litigation and Article IX Third Party Claims, and therefore, such disclosure is covered by the common interest doctrine.
Party Claims. The Indemnified Party shall promptly notify the ------------------ Indemnifying Parties of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurred.
Party Claims. In the event the Notice specifies that the Indemnitee elects to assume and control the defense of the Third-Party Claim, then the Indemnitor may nevertheless assume and control such defense [subject to an insurer's right to control the defense of any litigation] at his, her or its sole cost, expense and ultimate liability, regardless of outcome, and through counsel of his, her or its choice (which counsel shall be reasonably satisfactory to the Indemnitee); provided, however: (A) the Indemnitor first acknowledges in writing his, her or its obligation to unconditionally indemnify the Indemnitee with respect to all Indemnitee Damages that may arise with respect to all such Third-Party Claims, and (2) the Indemnitor gives prompt written notice of his, her or its intention to assume and control the defense to the Indemnitee.
Party Claims. In no event shall either party be liable to the other for any direct, indirect, incidental, punitive, special, consequential, reliance or cover damages, including loss of profits revenue, data or use, resulting from third party claims or suits, and each party agrees to indemnify the other for any of the aforementioned claims brought by a third party in any action relating to the Project.
Party Claims. If a third party initiates a claim against the Seller or an Indemnified Party, issues attachments (beslag) on assets of the Seller or otherwise takes actions against the Seller or an Indemnified Party in respect of any claim which the Company assumed or for which the Company indemnified the Seller or an Indemnified Party hereunder, then the Company will (and the Purchaser shall cause the Company to) assume the defence of and liability in respect of such claim and exclusively be responsible for the conduct of any defence, dispute, compromise or appeal of such claim, and at the first request of the Seller or an Indemnified Party, procure as soon as possible that any such claims are withdrawn against the Seller or an Indemnified Party, the attachment is lifted or the other actions are terminated, if reasonably necessary, by offering to provide adequate security referred to in article 6:51 of the DCC and guarantees, whether by depositing cash or entering into other arrangements, provided the kind or type of security to be provided shall be at the reasonable discretion of the Company.
Party Claims. Unless otherwise agreed in the Engagement Contract, the result of the Engagement is intended to be used solely by the Client, and the Contractor therefore does not accept any liability towards third parties or any external party which attempts to utilise, derive benefit from or rely upon the work which the Contractor has performed in the Engagement.
Party Claims. In the event of any Action between a member of the Company Group and a member of the SpinCo Group, either Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Company Group and the SpinCo Group, and shall not operate as a waiver of the shared privilege with respect to Third Parties.
