Process of Indemnification. Promptly after an indemnified party becomes aware of any potential Liability hereunder, such party shall deliver written notice to the indemnifying party stating the nature of the potential Liability; provided, however, that the failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party is actually prejudiced as a result of such failure. The indemnified party shall give the indemnifying party such information with respect to the potential Liability as the indemnifying party may from time to time reasonably request. The indemnifying party shall have the right to conduct the defense of any suit or Claim related to the Liability if it has assumed responsibility for the suit, Claim or other proceeding in writing; provided, however, that if in the reasonable judgment of the indemnified party such suit, Claim or other proceeding involves an issue or matter which could have a material adverse effect on the business, operations or assets of the indemnified party, the indemnified party may elect, at its own expense, to conduct a separate defense thereof, but in no event shall any such election be construed as a waiver of any indemnification rights such indemnified party may have under this Article XVII, at law or in equity, or otherwise. If the indemnifying party defends the suit or Claim, the indemnified party may participate in (but not control) the defense thereof at its sole cost and expense; provided, however, that the indemnifying party shall pay the reasonable fees and costs of any separate counsel required for the indemnified party to the extent such representation is due to a conflict of interest between the parties.
Process of Indemnification. The obligations and liabilities of a party for which indemnification is sought (an "indemnifying party") by a person or entity seeking indemnification (an "indemnified party") under this Article VIII shall be subject to the following conditions: (
Process of Indemnification. (a) Any person seeking indemnification under the Operative Documents (the "Indemnified Party") shall give prompt written notice to the persons against whom indemnification is sought (the "Indemnifying Party") of the assertion of any claim by a third party or the discovery of any fact upon which the Indemnified Party intends to base a claim hereunder. The delay or failure of any Indemnified Party to provide notice hereunder shall not in any way limit its indemnification rights hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such claim is adversely affected thereby. Any such notice shall describe the facts and circumstances upon which the asserted claim for indemnification is based and shall include the amount of the indemnifiable Losses (or, if such amount is not then determined, a good faith estimate thereof) and the basis for the determination of the amount of such Losses.
(b) With respect to a third party claim:
(i) The Indemnifying Party shall have the right to direct, through counsel of its own choosing reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim at its own expense. If the Indemnifying Party elects to assume the defense (whether or not obligated to) of any such claim, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. If the Indemnifying Party shall fail to defend a third-party claim or, if after commencing or undertaking any such defense, shall fail to prosecute or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense thereof at the Indemnifying Party's expense.
(ii) Notwithstanding anything to the contrary in clause (i) of this Section 11.06(b), if the Indemnifying Party shall have acknowledged in writing to an Indemnified Party that the Indemnifying Party is obligated pursuant to this Article XI to indemnify any Indemnified Party with respect to such third party claim, the Indemnifying Party shall be obligated to defend such claim. In such a situation, if the Indemnifying Party and the Indemnified Party jointly agree that the Indemnified Party shall defend such claim, (A) such defense shall be at the Indemnifying Party's expense with counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party, (B) prior to paying, settling or agreeing to pay or settle such claim, th...
Process of Indemnification. Each person or entity seeking indemnification hereunder (the "Indemnified Party") shall promptly notify the other (the "Indemnifying Party") of any loss, claim, damage, or expense for which the Indemnifying Party may become liable pursuant to this Section. The Indemnifying Party shall have the opportunity to defend any claim for which it may be liable hereunder, provided it notifies the Indemnified Party within fifteen days of notice of the claim. The Indemnified Party shall not pay, settle or acknowledge liability under any such claim without consent of the Indemnifying Party, and shall permit the Indemnifying Party a reasonable opportunity to cure any underlying problem or to mitigate actual or potential damages. The rights stated pursuant to this Section shall be in addition to any rights that the Indemnified party may have at common law or otherwise, including, but not limited to, any right to contribution.
Process of Indemnification. The Indemnified Party will give prompt notice within ten (10) business days to the Indemnifying Party of any Liability with respect to which the Indemnified Party seeks indemnification (“Claim”). The Indemnifying Party shall assume, at its sole cost and expense, the defense of such Liability. Notwithstanding the foregoing, the failure by Indemnified Party to provide notice of any Claim within the period specified, or any delay in providing such notice, shall not affect or impair the obligations of the Indemnifying Party hereunder, except and only to the extent that the Indemnifying Party has been adversely affected by such failure or delay.
Process of Indemnification. The Indemnified Party will give prompt notice to the Indemnifying Party of any Liability with respect to which the Indemnified Party seeks indemnification. The Indemnifying Party shall assume, at its sole cost and expense, the defense of such Liability. The Indemnifying Party shall not, without consent of the Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement or discharge or consent to the entry of any judgment, unless such settlement or judgment includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a general release from all liability in respect of such Liability.
Process of Indemnification. A Beneficiary seeking indemnification under this Agreement shall submit to HBI a certificate containing the following information:
(a) a description of the nature of the claim for which a right to receive payments hereunder is asserted and the identity of the persons who have made or threatened the claim;
(b) copies of all papers served on the Beneficiary in connection with the claim;
(c) a written undertaking satisfactory to HBI to repay to the Trust any amounts paid or applied to or for the use of the Beneficiary pursuant to this Trust in the event a determination is made by the Trustee that under applicable law payments to the Beneficiary are not lawful and proper in the circumstances; and
(d) a written undertaking satisfactory to HBI to keep HBI fully informed of the progress of the claim and to deliver promptly to HBI copies of all pleadings and other material documents in relation to the proceeding.
Process of Indemnification. 36 9.5 Limitations...............................................................................37 9.6
Process of Indemnification. A party seeking indemnification ("the "indemnified party") under this Article IX shall promptly notify the party against whom indemnification is sought (the "indemnifying party") in writing of the assertion of any claim by a third party or the discovery of any fact upon which the indemnified party intends to base a claim hereunder. Such notice shall set forth the amount of the claim and specify the alleged basis of the claim. The delay or failure of any party to provide notice hereunder shall not in any way limit indemnification rights hereunder except to the extent that by such delay or failure shall have a Material Adverse Effect on the indemnifying party.
9.4.1 With respect to claims for indemnification that do not involve a claim by a third party, the indemnifying party shall pay the full amount of the claim to the indemnified party as soon as possible but in no event later than sixty (60) days after written notice of the claim is received by the indemnifying party (the "Payment Date"). In the event the indemnifying party disputes the amount of the claim, the indemnifying party shall give written notice of the dispute to the indemnified party within ten (10) days of receipt of the claim and the parties shall negotiate in good faith to resolve the dispute prior to the Payment Date. In the event the parties fail to resolve the dispute prior to the Payment Date, the parties shall appoint Ernst & Young, to resolve the dispute regarding the amount of the claim. The independent accountant shall render his or her decision as quickly as possible but in no event more than thirty (30) days following his or her appointment, and the decision of the independent accountant shall be final and binding on the parties. The indemnifying party shall pay the final amount of the claim, if any, to the indemnified party within ten (10) days following the decision of the independent accountant. Any amounts which are not paid within the periods set forth in this Section 9.4.1 shall accrue interest from and after the payment due date at a rate of 8% per annum. The cost of the independent accountant shall be shared by the parties in proportion to the percentage by which the amount of the claim by each such party deviates from the amount of the claim as determined by the independent accountant.
9.4.2 In the case of third party claims or assertions, each indemnified party shall, at the expense of the indemnifying party, cooperate with the indemnifying party in determining
Process of Indemnification. The Indemnified Party must promptly notify the Indemnifying Party of the Claim for which the Indemnified Party seeks indemnification; however, any delay or failure to notify will not relieve the Indemnifying Party of its obligations under this Section except to the extent it has been prejudiced by the delay or failure. The Indemnifying Party will have sole control and authority to defend and settle the Claim, but (a) the Indemnified Party may participate in the defense and settlement of the Claim with counsel of its own choosing at its own expense; and (b) the Indemnifying Party will not enter into any settlement that imposes any obligation on the Indemnified Party (other than payment of money, which the Indemnifying Party will pay) without the Indemnified Party’s consent. If a Claim under Section 7.1 is made or threatened regarding the Indemnifying Party’s Marks or Materials licensed under this Agreement, the Indemnified Party will stop using allegedly infringing materials at the Indemnifying Party’s written request. The Indemnified Party must reasonably assist the Indemnifying Party in defending a Claim.
