Procedure and Payment. (a) The person seeking indemnification under Section 10.1, and 10.2 (the "Indemnified Party") agrees to give prompt notice to the Person against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.
Procedure and Payment. (a) The person seeking indemnification under Section 10.1, and 10.2 (the "Indemnified Party") agrees to give prompt notice to the Person against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to defend any claim asserted by any third party ("Third Party Claim") with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice 44 <PAGE> of the Third Party Claim that it will indemnify the Indemnified Party from and against all Losses that the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations under this Agreement, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of any Third Party Claim in accordance with the provisions of this Section 10.3, the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause its Affiliates to ...
Procedure and Payment. If after the Closing Date either Seller or the Buyer or their representatives, directors or officers (the "Indemnitee") shall receive notice of any third party claim or alleged third party claim asserting the existence of any matter of the nature as to which the Indemnitee has been indemnified against under this Article 10 by the other party hereto ("Indemnitor"), Indemnitee shall promptly notify Indemnitor in writing with respect thereto. Indemnitor shall have the right to defend against any such claim provided (i) Indemnitor shall, within 10 days after the giving of such notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefore together with a copy of any complaint or other documents asserting such claim, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously maintained in good faith by Indemnitor. In such event the defense may, if necessary, be maintained in the name of Indemnitee. Indemnitee may, if it so elects, designate its own counsel and at its own cost and expense to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor shall not permit any lien or execution to attach to the assets of the Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event Indemnitee shall be kept fully advised as to the status of such defense. If Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Indemnitee of its election to defend such claim within the time and as prescribed herein, or after having so elected to defend such claim shall fail to institute and maintain such defense in accordance with the foregoing, or if such defense shall be unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ninety (90) days after notice from Indemnitee requesting Indemnitor to do so.
Procedure and Payment. 1. Any Person entitled to any indemnification, reimbursement or other payment under this Agreement with respect to the amount of any Adjustment that has become immediately due and payable (the "Indemnified Party") shall notify in writing the Person against whom such indemnification, reimbursement or other payment is sought (the "Indemnifying Party") of its right to and the amount of such indemnification, reimbursement or other payment; provided, however, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability and/or obligation which it may have to an Indemnified Party on account of the provisions contained in this Agreement, and in no event shall such failure relieve the Indemnifying Party from any other liability or obligation which it may have to such Indemnified Party. Except as otherwise provided in this Agreement, the Indemnifying Party shall make such indemnity payment, reimbursement or other payment to the Indemnified Party within [ten] days of the receipt of the written notice specified in the preceding sentence.
Procedure and Payment. 4.1. PROCEDURE.................................................... 20 4.2. PAYMENT...................................................... 21 4.3. INTEREST..................................................... 21 ARTICLE V OTHER TAX MATTERS
Procedure and Payment. Within fifteen (15) days following its receipt of the Redemption Election, the Corporation shall mail a written notice, first class postage prepaid, to the Redeeming Holder at the address last shown for such Redeeming Holder on the share transfer records of the Corporation. In addition to any information required by law, such notice (the “Redemption Notice”) shall state: (i) the Redemption Date, (ii) the Redemption Price, (iii) the number of shares that may lawfully be redeemed from such Redeeming Holder, and (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price. If the Corporation is unable lawfully to redeem all of the shares set forth in the Redemption Election with respect to a Redeeming Holder, then the Corporation may reduce the number of shares of Series B Preferred to be redeemed from any such Redeeming Holder, without penalty or prejudice, by written notice to such Redeeming Holder given within ten (10) days of receipt of the Redemption Notice. Subject to the preceding sentence, on or after the Redemption Date, the Redeeming Holder shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable in accordance with this Section 3(b) to the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. As promptly as practicable after receipt of the surrendered certificate or certificates (and in no event more than ten (10) days following the Redemption Date), the Corporation shall issue and deliver to or upon the written order of such Redeeming Holder, at such office or other place designated by the Redeeming Holder, a check for cash in an amount equal to the Redemption Price for the shares to be redeemed. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.
Procedure and Payment. AGENCY will pay CONTRACTOR upon acceptance of service provided and receipt and approval of a properly completed invoice, which shall be submitted to the Contract Manager. The invoice shall describe and document, to the AGENCY’S satisfaction, a description of the work performed
Procedure and Payment. Purchases by customers shall be initiated by delivery to DYNASIG of an order duly executed by customer. Such orders may be submitted directly by a Sales Agent. The orders shall not be binding until accepted in writing by DYNASIG. Customers shall pay for all products in United States Dollars (USD), pursuant to arrangements approved in advance by DYNASIG. Title and risk of loss to all Products shall pass to customers upon receipt by the common carrier at DYNASIG's plant.
Procedure and Payment. If, after the Closing Date either Seller or Purchaser (the "INDEMNITEE") shall receive notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee has been indemnified against under this Article 8 by the other party hereto (the "INDEMNITOR"), or if such Indemnitee wishes to assert the existence of any other matter as to which the Indemnitee has been indemnified under this Article 8, Indemnitee shall promptly notify Indemnitor in writing with respect thereto, which notice shall state the facts upon which the Indemnitee makes such claim for indemnification, together with reasonable documentation of such claim (the "NOTICE OF CLAIM"). Such notice shall be given within ninety (90) days of the date upon which the Indemnitee becomes aware of the Claim, provided that no failure by an Indemnitee in giving such Notice of Claim shall reduce or otherwise affect the obligation of the Indemnitor to indemnify the Indemnitee with respect thereto, except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnitee's failure or delay to give such notice. Indemnitor shall have the right to defend against any such third- party claim provided (i) Indemnitor shall, within ten (10) days after the giving of such Notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefor, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously
Procedure and Payment
