Common use of Procedure for Notification Clause in Contracts

Procedure for Notification. If either a party to this Agreement or a person entitled to a defense and/or indemnification under this Agreement ("the Indemnified Party") determines that it is or may be entitled to a defense or indemnification by SDS or Sybron, as the case may be ("the Indemnifying Party"), under this Agreement: (a) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim for defense and/or indemnification, the nature of the claim, and, if known, the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. (b) The Indemnifying Party shall have 30 days from receipt of the notice requesting indemnification within which to either: (i) assume the defense of such litigation or claim; (ii) pay the claim in immediately available funds; (iii) reserve its rights pending negotiations under Section 6.4; or (iv) object to the claim in accordance with Section 5.2. This 30-day period may be extended by express agreement of the parties. (c) In the event that the amount for which the Indemnifying Party may be liable is not known or reasonably determinable at the time of such notice, the Indemnified Party shall deliver to the Indemnifying Party a further notice specifying the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified as soon as reasonably practicable after such amount is known or reasonably determinable, at which time the Indemnifying Party shall have a further opportunity to take action as set forth above. Nothing in this subparagraph shall be interpreted to abrogate or delay an Indemnifying Party's obligation to provide the other with a defense under this Agreement.

Appears in 2 contracts

Samples: General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (Sybron Dental Specialties Inc), General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (SDS Holding Co)

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Procedure for Notification. If either a party to this Agreement or a -------------------------- person entitled to a defense and/or indemnification under this Agreement ("the Indemnified Party") determines that it is or may be entitled to a defense or indemnification by SDS VideoPropulsion or SybronGENROCO, as the case may be ("the Indemnifying Party"), under this Agreement: (a) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim for defense and/or indemnification, the nature of the claim, and, if known, the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified.; (b) The Indemnifying Party shall have 30 days from receipt of the notice requesting indemnification within which to either: either (i1) assume the defense of such litigation or claim; (ii2) pay the claim in immediately available funds; (iii3) reserve its rights pending negotiations under Section 6.4; or (iv4) object to the claim in accordance with Section 5.2. This 30-30 day period may be extended by express agreement of the parties. (c) In the event that However, if the amount for which the Indemnifying Party may be liable is not known or reasonably determinable at the time of such notice, the Indemnified Party shall deliver to the Indemnifying Party a further notice specifying the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified as soon as reasonably practicable after such amount is known or reasonably determinable, at which time determinable and the Indemnifying Party shall have a further opportunity to take action as set forth above. Nothing in this subparagraph shall be interpreted to abrogate or delay an Indemnifying Party's obligation to provide the other with a defense under this Agreement.

Appears in 1 contract

Samples: General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (Videopropulsion Inc)

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Procedure for Notification. If either a party to this Agreement or a -------------------------- person entitled to a defense and/or indemnification under this Agreement ("the Indemnified Party") determines that it is or may be entitled to a defense or indemnification by SDS APW or SybronAPI, as the case may be ("the Indemnifying Party"), under this Agreement: (a) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim for defense and/or indemnification, the nature of the claim, and, if known, the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified.; (b) The Indemnifying Party shall have 30 days from receipt of the notice requesting indemnification within which to either: either (i1) assume the defense of such litigation or claim; (ii2) pay the claim in immediately available funds; (iii3) reserve its rights pending negotiations under Section 6.4; or (iv4) object to the claim in accordance with Section 5.2. This 30-30 day period may be extended by express agreement of the parties. (c) In the event that However, if the amount for which the Indemnifying Party may be liable is not known or reasonably determinable at the time of such notice, the Indemnified Party shall deliver to the Indemnifying Party a further notice specifying the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified as soon as reasonably practicable after such amount is known or reasonably determinable, at which time determinable and the Indemnifying Party shall have a further opportunity to take action as set forth above. Nothing in this subparagraph shall be interpreted to abrogate or delay an Indemnifying Party's obligation to provide the other with a defense under this Agreement.

Appears in 1 contract

Samples: General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (Apw LTD)

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