Procedure for Indemnification of Third Party Claims. SECTION 6.3.1 If a party shall receive notice of any claim or Action brought, asserted, commenced or pursued by any Person not a party to this Agreement (herein referred to as a "Third Party Claim"), with respect to which the other party is or may be obligated to make an Indemnity Payment, it shall give such other party prompt written notice thereof (including any pleadings relating thereto) after becoming aware of such Third Party Claim, specifying in reasonable detail the nature of the Third Party Claim and the amount or estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim); provided, however, that the failure of a party to give notice as provided in this Section 6.3.1 shall not relieve the other party of its indemnification obligations under this Section 6, except to the extent that such other party is actually prejudiced by such failure to give notice.
Procedure for Indemnification of Third Party Claims. After a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, in connection with making a claim with respect thereto against any party obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding (the "Notice"). The Notice shall state the nature and the specific basis of such claim and a reasonable estimate of the amount thereof. The Indemnified Party's failure to give notice pursuant to this Section to the Indemnifying Party shall not relieve the Indemnifying Party of any liability the Indemnifying Party may have to the Indemnified Party pursuant hereto. The Indemnifying Party, after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in any matter through counsel of its own choosing. Such separate representation shall be at the cost and expense of the Indemnified Party as long as the Indemnifying Party is pursuing the defense of such matter diligently, reasonably and in good faith. If the Indemnifying Party within fifteen (15) days fails to acknowledge in writing to the Indemnified Party its obligation to defend any such matter or does not assume the defense hereunder within fifteen (15) days diligently, reasonably and in good faith, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. Notwithstanding the foregoing, if a claim relates to any environmental condition, or to an injunction or other equitable relief with respect to the operation or condition of the Business, or in Buyer's opinion would affect the operation or condition of the Business, Buyer shall nevertheless notify the Indemnified Party but Buyer may take all such actions as it deems advisable in respect of such matter, and may defend such claim with Buyer's own personnel and counsel, consultants and other parties of i...
Procedure for Indemnification of Third Party Claims. (a) With respect to any Third-Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of the Third-Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third-Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party.
Procedure for Indemnification of Third Party Claims. Notwithstanding anything to the contrary contained in this Agreement:
Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 8.2 or 8.3 of notice of the commencement of any Proceeding against such indemnified party, such indemnified party shall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim; provided, however, that the failure to notify the indemnifying party shall not relieve the indemnifying party of any liability that such indemnifying party may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s failure to give such notice.
Procedure for Indemnification of Third Party Claims. 35 6.06. Rights of the Indemnifying Party in the Defense of Third Party Claims 36 6.07. Direct Claims 37 6.08. Exclusive Remedy 37 6.09. Mitigations 37 6.10. Indemnity Treatment 37 ARTICLE 7 TERMINATION 37 7.01. Termination 37 7.02. Effect of Termination 38 ARTICLE 8 GENERAL PROVISIONS 38 8.01. Notices 38 8.02. Entire Agreement 39 8.03. Specific Performance 39 8.04. Time of the Essence 39 8.05. Expenses 39 8.06. Confidentiality; Disclosures 40 8.07. Waiver 40 8.08. Amendment 40 8.09. No Third Party Beneficiary 40 8.10. Assignment 40 8.11. Severability 40 8.12. Governing Law 40 8.13. Consent to Jurisdiction 41 8.14. Waiver of Jury Trial 41 8.15. Limitation on Certain Damages 41 8.16. Disclosures 41 8.17. PDF Signature; Counterparts 42 TABLE OF CONTENTS (continued) Exhibits: Exhibit A Base Case Model Exhibit B Officer’s Certificate of Seller Exhibit C Secretary’s Certificate of Seller Exhibit D Officer’s Certificate of Purchaser Exhibit E Secretary’s Certificate of Purchaser Exhibit F Assignment of Membership Interests Exhibit G Form of Purchaser Parent Guaranty Exhibit H Form of Build-Out Agreement Exhibit I Form of Drop Down Assignment and Assumption Agreement Exhibit J Certain Seller Proceeds Agreement Schedules: Schedule 1.03 Ancillary Documents Schedule 4.01(m) Agreement to be Amended Schedule 5.04(b)(xxiii) Certain Covenants Schedule 6.01(b) Certain Indemnification Matters Disclosure Schedules: Schedule 1.01 Permitted Liens Schedule 3.01(c) Seller Consents Schedule 3.01(e) Seller Approvals Schedule 3.01(f) Legal Proceedings Schedule 3.01(g) Brokers Schedule 3.01(i) Permitted Business Jurisdictions Schedule 3.01(i)(ii) Permitted Equity Encumbrances Schedule 3.01(i)(iii) Directors and Officers Schedule 3.01(i)(v) Permitted Options Schedule 3.01(i)(vi) Permitted Additional Investments Schedule 3.01(i)(vii) Permitted Additional Business Operations Schedule 3.01(i)(ix) Liens on Acquired Interests Schedule 3.01(j) Liabilities Schedule 3.01(k) Taxes Schedule 3.01(m)(i) Company Contracts Schedule 3.01(m)(iii) Company Contracts Defaults Schedule 3.01(n)(i) Land Schedule 3.01(n)(ii) Permitted Real Property Agreements Schedule 3.01(n)(iii) Real Property Rights Schedule 3.01(p)(i) Environmental Law Non-Compliance Schedule 3.01(p)(iii) Environmental Permits Schedule 3.01(p)(iv) Release of Hazardous Substances Schedule 3.01(q)(i) Permits Schedule 3.01(q)(ii) Regulatory Noncompliance Schedule 3.01(r) Affiliate Transactions Schedule 3.01(s)(i) Intellectual Property TA...
Procedure for Indemnification of Third Party Claims. (a) After the termination of the Escrow Agreement, upon receipt by the Indemnified Party of notice of the commencement of any action, suit or proceeding by a third party (a "Third Party Claim") against it, the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article VIII, give notice to the Indemnifying Party of the commencement of such Third Party Claim as soon as practicable, but in no event later than ten days after the Indemnified Party shall have been served, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnified Party's failure to give such notice.
Procedure for Indemnification of Third Party Claims. (a) Notwithstanding anything contained in this Agreement: the parties shall not be entitled to any indemnification under Section 9.1 or 9.2 of this Agreement unless the aggregate amount of Losses exceeds $50,000 in the aggregate. Neither party shall be entitled to indemnification in respect of the first $50,000 of Losses. The aggregate amount of payments by INSO under Section 9.1 of this Agreement shall not exceed thirty percent (30%) of the Purchase Price except for (i) Losses or taxes as to which Buyers are entitled to indemnification under Sections 9.1(d), 9.1(e), 9.1(f), 9.1(g) and 9.3 hereof or (ii) any breach of Sections 4.2, 4.4, 4.5, 4.20, 6.4, and 6.7 hereof, or (iii) any breach of the representations or warranties of INSO contained in the DynaBase License, the DPSL License or the Multilicense. Notwithstanding anything to the contrary contained in this Purchase and Sale Agreement, the aggregate amount of all payments by INSO under Article 9 of this Purchase and Sale Agreement shall not exceed the Purchase Price.
Procedure for Indemnification of Third Party Claims. 17 6.06. Rights of the Indemnifying Party in the Defense of Third Party Claims 17 6.07. Direct Claims 18 6.08. Exclusive Remedy 19 6.09. Mitigations 19 6.10. No Solicitation 19 ARTICLE 7 TERMINATION 19 7.01. Termination 19 7.02. Effect of Termination 20 ARTICLE 8 GENERAL PROVISIONS 20 8.01. Notices 20 8.02. Entire Agreement 21 8.03. Specific Performance 21 8.04. Time of the Essence 21 8.05. Expenses 21 8.06. Confidentiality; Disclosures 21 8.07. Waiver 21 8.08. Amendment 21 8.09. No Third Party Beneficiary 21 TABLE OF CONTENTS (continued) Page 8.10. Assignment 22 8.11. Severability 22 8.12. Governing Law 22 8.13. Consent to Jurisdiction 22 8.14. Waiver of Jury Trial 23 8.15. Limitation on Certain Damages 23 8.16. Disclosures 23 8.17. Facsimile Signature; Counterparts 23 TABLE OF CONTENTS (continued) SCHEDULES AND EXHIBITS: [***] MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as of April 17, 2020 (the “Execution Date”), is entered into by and between CWSP WILDORADO ELBOW HOLDING LLC, a Delaware limited liability company (the “Seller”), and WIND TE HOLDCO LLC, a Delaware limited liability company (the “Purchaser”). Purchaser and Seller are referred to, collectively, as the “Parties” and each, individually, as a “Party.” Capitalized terms not otherwise defined herein shall have the meaning given them in Section 1.01 of this Agreement.
Procedure for Indemnification of Third Party Claims. 19 11.5 Procedure For Indemnification Other Claims 20 11.6 Tax Treatment of Indemnification Payments 20 11.7 Exclusive Remedies 21 12. GENERAL PROVISIONS. 21 12.1 Expenses 21 12.2 Public Announcements 21 12.3 Notices 21 12.4 Further Assurances 22 12.5 Waiver 22 12.6 Entire Agreement and Modification 23 12.7 Assignments, Successors, and no Third-Party Rights 23 12.8 Severability 23 12.9 Section Headings, Construction 23 12.10 Time of Essence 23 12.11 Governing Law; Waiver of Jury Trial; Jurisdiction. 24 12.12 Counterparts; Facsimile and Electronic Signatures 24 12.13 Representation by Counsel 24 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 11, 2020 by XXXX XXXXX, a citizen of the PRC (“the Buyer”) and BEIJING XXX XXXX XIN INDUSTRIAL DEVELOPMENT CO., LTD., a company organized under the laws of the PRC (the “Seller”).
