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 shall have been advised by counsel that there are substantive issues that raise conflicts of interest between the Company and the Indemnitee, 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.
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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). (b) If the Company (i) fails to deliver a Claims Response within the Response Period or (ii) elects not to dispute the Adverse Consequences described in a Claims Notice, then the amount included in such Claims Notice with respect to such undisputed Adverse Consequences will be conclusively deemed to be an obligation of the Company, and the Company shall cause the Indemnification Escrow Agent to release from escrow and disburse to Purchaser, in accordance with the terms of the Indemnification Escrow Agreement, within three (3) Business Days after the last day of the applicable Response Period, the amount of cash equal to the amount specified in the Claims Notice with respect to such undisputed Adverse Consequences, subject to the limitations contained in this Article VII. (c) If the Company delivers a Claims Response within the Response Period indicating that it disputes one or more of the Adverse Consequences identified in the Claims Notice, the Company and Purchaser shall promptly meet and use their commercially reasonable efforts to settle the dispute. If the Company and Purchaser are unable to reach agreement within twenty (20) calendar days after the conclusion of the Response Period, then Purchaser may resort to other legal remedies, subject to the limitations set forth in this Article VII. In connection with the assertion of any such other legal remedies, upon either (i) receipt of a non-appealable final order of a court of competent jurisdiction with respect to the subject matter of a Claims Notice or (ii) written agreement of Purchaser and the Company with respect to the res...
Sample 1
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.
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Procedures With Respect to Claims 
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Related to Procedures With Respect to Claims

  • 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. (b) In addition to its obligations under Section 6.4, the Assuming Institution shall provide representatives of the Receiver access at reasonable times and locations without other limitation or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries acquired by the Assuming Institution, and (ii) its books and records, the books and records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files shall be provided by the Assuming Institution as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver. (c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request, including without limitation the following: (i) all related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfilm and computer records (including but not limited to magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the transferred Loan.

  • DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 26 ARTICLE VI RECORDS 27

  • 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: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

  • Other Agreements with Respect to Indemnification and Contribution The provisions of this Section 10 hereof shall not affect any agreements among the Fund and the Manager with respect to indemnification of each other or contribution between themselves.

  • 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.

  • Disputes With Respect to Termination Payment If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within ten (10) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article Twelve.

  • 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.

  • Prior Notice to Owners with Respect to Certain Matters Subject to the provisions and limitations of Section 4.04, 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 Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

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