Procedure of Indemnification. (a) Claim Notice. Any party claiming a right to indemnification ------------ hereunder (the "Indemnified Party") shall give the other party from whom ----------------- indemnification is sought (the "Indemnifying Party") prompt written notice (a ------------------ "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of ------------ fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 6, which shall contain (x) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected -------------- to be incurred by the Indemnified Party, (y) a statement that the Indemnified Party is entitled to indemnification under this Section 5 for such Claimed Amount, and (z) a demand for payment; provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure.
Procedure of Indemnification. 16.3.1 Neither Purchaser nor Seller nor Met-Coil are required to take any action or make any claim to any third person as a precondition of seeking indemnification from the other(s) hereunder. The party seeking indemnification (the "Claimant") shall promptly give notice to the indemnifying party or parties of any matter or item which forms a basis for indemnification hereunder (a "Claim"). The Claimant shall afford the indemnifying party or parties, or their authorized representatives, the opportunity to defend, discharge or compromise such Claim and examine the books and records of the Claimant insofar as they relate to such Claim and to copy or make extracts therefrom, and will (at the expense of the indemnifying party) provide full cooperation of itself and its employees and agents with respect to such Claim. At an indemnifying party's request and expense, the Claimant will assign any claims or rights which the Claimant may have against any third party in an action against the third parties, and, at the indemnifying party's expense, the Claimant will cooperate fully with the indemnifying party in pursuing any such claim or right.
Procedure of Indemnification. 16.3.1 No party hereto seeking indemnification hereunder is required to take any action or make any claim to any third person as a precondition of seeking indemnification from the other(s) hereunder. The party seeking indemnification (the “Claimant”) shall promptly (but in any event within fifteen (15) days of receiving notice of, or discovery of facts related to any matter or item which forms a basis for indemnification hereunder (a “Claim”) provide written notice thereof to the indemnifying party (but the failure to so notify within such time shall not relieve the indemnifying party of any liability it may have under Section 16 except to the extent it has been prejudiced by such failure). The Claimant shall afford the indemnifying party or parties, or their authorized representatives, the opportunity to (i) defend, discharge or compromise such Claim (provided, however, that the indemnifying party shall not discharge or compromise such Claim or consent to the entry of any judgment against the Claimant which does not include as an unconditional term thereof (i.e., there being no requirement that the Claimant pay any amount of money or give any other consideration), the giving by the plaintiff or complaining party of a release, in form and substance reasonably satisfactory to the Claimant, from all liability in respect of such Claim) and, (ii) examine the books and records of the Claimant insofar as they relate to such Claim and to copy or make extracts therefrom, and will (at the expense of the indemnifying party) provide full cooperation of itself and its employees and agents with respect to such Claim. At an indemnifying party’s request and expense, the Claimant will assign any claims or rights which the Claimant may have against any third party in an action against the third parties, and, at the indemnifying party’s expense, the Claimant will cooperate fully with the indemnifying party in pursuing any such claim or right.
Procedure of Indemnification. A Party seeking indemnification (the “Indemnified Party”), will give the indemnifying party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any claims or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification, and the Indemnifying Party shall have sole control of the defense or settlement thereof. The Indemnified Party may participate at its expense in the Indemnifying Party’s defense of and settlement negotiations for any claim with counsel of the Indemnified Party’s own selection. The indemnity arrangement in this Section 9.3 shall not apply to amounts paid in settlement of any action with respect to a claim, if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be conditioned, withheld or delayed unreasonably. In no event will the Indemnifying Party be liable for claims to the extent that they result from any delay in providing such notice which prejudices the defense of such claim. The Indemnified Party shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any action with respect to a claim covered by this indemnification.
Procedure of Indemnification. Any indemnification under Sections 1, 2, or 3 of this Agreement, or advance of costs, charges and expenses under Section 6 of this Agreement shall be made promptly upon, and in any event within 60 days after, the written request of the Agent therefor. The right to indemnification or advances granted by this Agreement shall be enforceable by the Agent in any court of competent jurisdiction if Black Hills denies such request, in whole or in part, or if no disposition thereof is made within 60 days. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6 of this Agreement where the required undertaking, if any, has been received by Black Hills) that the claimant has not met the standard of conduct set forth in Sections 1 and 2 of this Agreement, but the burden of proving such defense shall be on Black Hills. Neither the failure of Black Hills (including its board of directors, its independent legal counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the Agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Agreement, nor the fact that there has been an actual determination by Black Hills (including its board of directors, its independent legal counsel and its shareholders) that the Agent has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Agent has not met the applicable standard of conduct.
Procedure of Indemnification. 10.1 Upon the occurrence of an insured event, Seesam shall indemnify the financial loss for the duration of business activities, which shall commence as of the moment of the occurrence of the insured event and end when the calculation period ends.
Procedure of Indemnification. (A) When payable Indemnification under this clause 7 with respect to any claim concerning any Loss shall be payable: (i) upon resolution of such claim by mutual agreement between the Parties, or (ii) upon the rendering of a definitive (which is not subject to appeal or with respect to which the time for appeal has elapsed) award or order from the arbitral tribunal having jurisdiction in accordance with clause 9.8. Any sum payable hereunder by the Seller to the Buyer shall be treated as a price reduction.
Procedure of Indemnification. If either Party seeks indemnification from the other hereunder, it shall promptly give notice to the other Party of any such claim or suit threatened, made or filed against it which forms the basis for such claim of indemnification and shall cooperate fully with the other party in the investigation and defense of all such claims or suits. The indemnifying party shall have the option to assume the other party’s defense in any such claim or suit with counsel reasonably satisfactory to the other party. No settlement or compromise shall be binding on a party hereto without its prior written consent, such consent not to be unreasonably withheld.
Procedure of Indemnification. Other Claims 46 8.8 Tax Indemnification 46 8.9 Limitations on Indemnification 47 8.10 No Waiver 48 8.11 Express Non-Reliance. 48 SECTION 9. Termination. 48 9.1 Termination 48 9.2 Effect of Termination 49 SECTION 10. Dispute Resolution. 49 SECTION 11. Miscellaneous Provisions. 51 11.1 Fees and Expenses 51 11.2 Notices 51 iv 11.3 Headings 52 11.4 Counterparts 52 11.5 Governing Law 52 11.6 Successors and Assigns 52 11.7 Waiver. 52 11.8 Amendments 53 11.9 Severability 53 11.10 Entire Agreement 53 11.11 Further Assurances 53 11.12 Construction. 53 EXHIBITS Exhibit A Definitions Exhibit B Pre-Closing Statement Exhibit C Escrow Agreement Exhibit D Mutual Release Exhibit E [General Manager] Employment Agreement Exhibit F Noncompetition and Nonsolicitation Agreement Exhibit G Put Shares Assignment Agreement SCHEDULES Schedule 1.2(b)(i) Earn Out Schedule 1.2(b)(ii) Calculation Spreadsheet Schedule 2.2(a)(vi) D&O Resignations Schedule 2.2(a)(vii) Mutual Release Schedule 2.2(a)(xiv) Powers of Attorney Schedule 3.1(b) Fictitious Names Schedule 3.1(c) Jurisdictions Schedule 3.1(d) Board of Directors, Committees, Officers, Attorneys-in-Fact, Agents, Representatives and Auditors Schedule 3.1(f) Subsidiaries of CAM Schedule 3.1(g) Company Restructuring Process Schedule 3.3(a) Capital Stock Schedule 3.3(d) Subsidiary Interests Schedule 3.3(g) Options or Other Rights Schedule 3.5(a) Non-Contravention Schedule 3.5(b) Consents Schedule 3.6 Financial Statements Schedule 3.8 Absence of Changes Schedule 3.9(a) Machinery and Equipment Schedule 3.9(b) Encumbrances Schedule 3.9(c) Leaseholds on Machinery Schedule 3.10(a) Accounts Schedule 3.10(b) Indebtedness Schedule 3.11(f) Legal Requirements Affecting Business of Acquired Parties Schedule 3.12 Absence of Undisclosed Liabilities Schedule 3.13(a) Real Property Schedule 3.13(b) Exceptions to Real Property Schedule 3.14(a) Intellectual Property Schedule 3.14(d) Intellectual Property Infringements Schedule 3.14(g) Intellectual Property Agreements Schedule 3.15(a) Material Contracts Schedule 3.15(b) Exceptions to Compliance with Material Contracts Schedule 3.16 Compliance with Legal Requirements Schedule 3.17(a) Governmental Authorizations Schedule 3.17(b) Compliance with Governmental Authorizations Schedule 3.17(c) Exceptions to Governmental Authorizations Schedule 3.19(a) Employee and Labor Matters Schedule 3.19(b) Benefit Plans Schedule 3.19(c) Termination of Employment Schedule 3.19(d) Key Employees Schedule 3.19(e) Agents, Indepen...
Procedure of Indemnification
