Procedure for Making Claims. Each indemnified party shall give prompt notice to each indemnifying party of any claim or action (including any governmental investigation) commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify any indemnifying party shall not relieve it from any liability that it may have otherwise than on account of this indemnity agreement. The indemnifying party, jointly with any other indemnifying parties receiving such notice, shall assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. Any indemnified party shall have the right to employ a separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be borne by such party unless such party has objected in accordance with the preceding sentence, in which event such fees and expenses shall be borne by the indemnifying parties. Except as set forth in the preceding sentence, if an indemnifying party assumes the defense of such action, the indemnifying party shall not be liable for any fees and expenses of separate counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The indemnity agreements contained in this Section 8 and the warranties and representations contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive any termination of this Agreement. An indemnifying party shall not be liable to an indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. The Company agrees promptly to notify you of the commencement of any litigation or proceedings against the Company in connection with the issue and sale of the Shares or in connection with the Registration Statement or Prospectus.
Procedure for Making Claims. If and when the Purchaser or Company desires to claim indemnification by the Seller pursuant to the provisions of this Section, the Purchaser shall deliver to the Seller within 20 days of its receipt of a claim, a certificate signed by the President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or Company has properly accrued or anticipates that it may be required to accrue losses, damages or expenses to which the Purchaser is entitled to indemnification pursuant to this Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was properly accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due to the delay, Purchaser shall waive its claim to the extent of harm caused Seller by the delay. If Seller objects to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten (10) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, the Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might result in a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 days. Thereafter, the Seller shall have the right to defend such claim or action at its own expense, and through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at the risk of Seller an...
Procedure for Making Claims. If and when a party (the "Indemnitee") desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") pursuant to the provisions of this Section, the Indemnitee shall deliver a written notice of claim to the Indemnitor reasonably promptly after the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential claim. If the Indemnitor shall object to such notice of claim, the Indemnitor shall deliver a written notice of objection to the Indemnitee within fifteen (15) days after the Indemnitee's delivery of the notice of claim. If the notice of objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled by arbitration pursuant to Section 12(l) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objection.
Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification from the Shareholder pursuant to the provisions of this Section 11, the Purchaser shall promptly deliver to the Shareholders a certificate signed by the Chairman of the Board or Chief Executive Officer of the Purchaser (the "Notice of Claim") stating that the Purchaser or the Company, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 11, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify the Shareholders shall relieve the Shareholders from liability only if they are prejudiced thereby. The Shareholders shall have the right to contest (prior to payment or entry of an agreement to pay) and defend any claim by a third party at the expense of the Shareholders. The Purchaser and/or the Company, as the case may be, shall provide to the Shareholders prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or the Company and shall extend full and timely assistance and cooperation in the investigation and defense of the claim, suit or action, with respect to which such indemnification is claimed. Shareholders, in the defense of any such claim, suit, action or proceeding, shall not con sent to the entry of any judgment or decree except with the written consent of Purchaser or the Company, nor enter into any settlement (except the written consent of the Purchaser or the Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchaser or the Company of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, Purchaser and Company shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense. Provided, however, should a dispute arise between Purchaser, Shareholders and/or Company regarding how the defense o...
Procedure for Making Claims. If and when the Purchaser or Company desires to claim indemnification by the Seller pursuant to the provisions of this Section, the Purchaser shall deliver to the Seller within 30 days of its receipt of a claim, a certificate signed by the President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or Company has paid or properly accrued or anticipated that it may be required to accrue losses, damages or expenses to which the Purchaser is entitled to indemnification pursuant to this Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. If Seller objects to such claim or needs more information, he may deliver written notice of objection (the "Notice of Objection") to the Purchaser within thirty (30) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such thirty (30) day period, the Seller shall be deemed to have acknowledged the
Procedure for Making Claims. If and whenever the Sellers desire to claim indemnification by the Purchaser pursuant to the provisions of this Section 11, the Sellers shall promptly deliver to the Purchaser a certificate signed by the Sellers (the "Notice of Claim")
(i) stating that the Sellers, their respective heirs, administrators, personal representatives, successors or assigns, have paid or properly accrued Losses in an aggregate stated amount to which the Sellers are entitled to
Procedure for Making Claims. If and when a party (the "Indemnified Party") desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnifying Party") pursuant to the provisions of this Article 11, the Indemnified Party shall simultaneously deliver to the Indemnifying Party, reasonably promptly after its receipt of a claim or specific and affirmative awareness of a potential claim, a certificate signed by its president (the "Notice of Claim"): (i) stating that the Indemnified Party has paid or accrued (or intends to pay or accrue) Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article 11 and the amount thereof (to the extent then known); and,
Procedure for Making Claims against the First Loss Account. In the event that the Servicer or any other applicable mortgage loan servicer determines that there is a Realized Loss with respect to a Conventional Mortgage or REO, the Servicer or such other mortgage loan servicer will promptly deliver a written notice as specified in the Servicing Guide and the Bank shall charge the applicable First Loss Account with the amount as provided for in the Servicing Guide except to the extent that the Bank disputes the existence or determination of any Realized Loss or the amount thereof or the process related thereto, in which event the Bank's determination of Realized Loss shall control. The Servicer or any other applicable mortgage loan servicer shall be reimbursed for such portion of the Realized Loss chargeable to the First Loss Account to the extent that such Servicer or other mortgage loan servicer has previously advanced such funds to the Bank.
Procedure for Making Claims. This Section 10.06 is subject to Section 10.07. If and when an Indemnified Party desires to assert a claim for indemnifiable Damages against an Indemnifying Party pursuant to the provisions of this Article X, the Indemnified Party shall deliver a notice (a "
Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by the Shareholder pursuant to the provisions of this Section 10, the Purchaser shall promptly deliver to the Shareholder a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or the Company, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 10, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which
