Procedures with Respect to Claims Sample Clauses

Procedures with Respect to Claims. Upon receipt by Indemnitee of actual notice of a Claim, such Indemnitee shall promptly notify the Company in writing of such Claim, provided, however, that the failure to so notify the Company shall not relieve the Company from any liability which the Company may have under this agreement or otherwise, except to the extent the Company shall have been materially prejudiced by such failure. The Company shall have the right to assume the defense of any Claim and employ counsel reasonably satisfactory to the Indemnitee. If (x) the Company has failed promptly to assume the defense of such Claim and employ counsel reasonably satisfactory to Indemnitee, or (y) such Indemnitee, in its sole discretion, determines that a conflict exists between such Indemnitee and the Company with respect to such Claim, then such Indemnitee shall have the right to assume the defense of the Claim with respect to the Indemnitee (but not the Company) and the reasonable fees and expenses of such counsel shall be an Expense for which Indemnitee will be indemnified under this agreement; provided that if directors who serve on the Special Committee are entitled under the terms of their indemnification agreements with the Company to employ separate counsel (the "Special Committee Counsel") at the Company's expense in connection with such matter, the Indemnitee shall also employ Special Committee Counsel unless such Indemnitee shall have been advised by counsel that there are substantive issues that raise conflicts of interest between Indemnitee and the Special Committee members. The Company will not settle a Claim without the prior written consent of the Indemnitee unless such settlement includes an unconditional release of the Indemnitee from all liabilities arising out of such Claim and does not require Indemnitee to admit to, or plead no contest or its equivalent to, any violation of any law, rule or regulation. The right to indemnification or Expense Advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction.
Sample 1
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Procedures with Respect to Claims. If a claim is made by the Acquiror against one or both of the Principal Shareholders pursuant to the Merger Agreement (a "Claim"), the Principal Shareholders shall promptly notify the Escrow Agent and the Agent of such Claim. The Principal Shareholders shall provide the Agent from time to time with such information as the Agent may reasonably request with respect to such Claim. At such time as there is a Final Determination (as hereinafter defined) with respect to the Claim, the Principal Shareholders shall notify the Escrow Agent and the Agent of such Final Determination. A Final Determination with respect to a Claim shall occur when (1) the Acquiror and the Principal Shareholders agree in writing with respect to the amount of the Claim, or (2) a final determination is made with respect to such Claim pursuant to the Merger Agreement. If a Final Determination requires a payment to be made to the Acquiror by one or both of the Principal Shareholders, the notice to the Escrow Agent and the Agent shall certify the number of shares of Escrowed Stock to be released from escrow by the Escrow Agent, with instructions for the distribution of such shares and other assets, and fifteen (15) days later the Escrow Agent shall then deliver such shares and other assets in accordance with those instructions unless the Agent notifies the Escrow Agent prior to such time that the Claim is not subject to contribution hereunder. Distributions from the Escrowed Stock following a Final Determination shall be made pro rata in proportion to each Minority Shareholder's and K.D.F.'s contribution obligation as set forth on Schedule A hereto with the value of any shares of the Acquiror's Stock, or the stock of any successor to Acquiror, to be based on the average closing price of such shares on the New York Stock Exchange over the ten trading days immediately preceding the date that the Escrow Agent and the Agent receives notice of the Final Determination. Notwithstanding the foregoing, if the Escrow Agent receives a notice from the Agent pursuant to Section 14 hereof, the Escrow Agent shall not make any distribution with respect to any Claim that is the subject of such notice until and unless so directed by the Principal Shareholders and the Agent jointly or by the arbitrator appointed pursuant to Section 14.
Sample 1
Procedures with Respect to Claims. (a) As soon as reasonably practicable after Purchaser has actual knowledge of any Adverse Consequences, Purchaser will give written notice to the Company (“Claims Notice”), which shall state, in reasonable detail, the nature, basis and amount (to the extent then known based on a good faith calculation) of such Adverse Consequences. No delay on the part of Purchaser in notifying the Company shall relieve the Company from any obligation hereunder unless (and then solely to the extent) the Company is thereby prejudiced. The Company shall deliver a written response (the “Claims Response”) to any Claims Notice within twenty (20) calendar days after the date that such Claims Notice was received by the Company (the “Response Period”). Any Claims Response must specify whether the Company disputes the Adverse Consequences described in the Claims Notice (or the amount set forth therein).
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Procedures with Respect to Claims 
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Related to Procedures with Respect to Claims

  • Remedies with Respect to Collateral Without limiting any rights or remedies Agent or any Lender may have pursuant to this Agreement, the other Loan Documents, under applicable law or otherwise, upon the occurrence and during the continuation of an Event of Default:

  • Other Agreements with Respect to Indemnification The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification.

  • Rights with respect to Collateral Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

  • Proceedings with Respect to Certain Assets and Liabilities (a) In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the Receiver.

  • Prior Notice with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction:

  • Action by Owners with Respect to Certain Matters The Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners.

  • Liability with Respect to Accounts Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any holder of Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of Secured Obligations be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

  • Procedure for Indemnification with Respect to Third-Party Claims (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

  • Duties with Respect to the Indenture The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 7.3, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

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