Common use of Provisions Regarding Indemnities Clause in Contracts

Provisions Regarding Indemnities. A) The indemnification obligations of WCCI and NYBE under Sections 9.1 and 9.2, respectively, shall survive for the applicable statute of limitations. Delivery of any written demand for indemnification by an indemnified party shall t011 the survival period for the subject of the particular demand and, once notice is given; the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law. B) The indemnified party shall promptly notify the indemnifying party in writing and in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

Appears in 2 contracts

Samples: Joint Venture Agreement (Atomic Burrito Inc), Joint Venture Agreement (Western Country Clubs Inc)

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Provisions Regarding Indemnities. A) The indemnification obligations of WCCI JOINT VENTURE PARTNER, JOINT VENTURE PARTNER's Affiliates, SGH-SUB and NYBE SGH under Sections 9.1 and 9.2, respectively, shall survive for the applicable statute of limitations. Delivery of any written demand for indemnification by an indemnified party shall t011 toll the survival period for the subject of the particular demand and, once notice is given; , the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law. B) The indemnified party shall promptly notify the indemnifying party in writing and in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Joint Venture Agreement (Sterling House Corp)

Provisions Regarding Indemnities. A(a) The indemnification obligations of WCCI ALE and NYBE ALS under Sections 9.1 and 9.2, respectively, Section 9 of this Agreement shall survive for the applicable statute of limitationslimitations period applicable to claims in respect of which such rights of indemnification apply. Delivery of any written demand for indemnification by an indemnified party shall t011 toll the survival period for the subject of the particular demand and, once notice is given; , the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law. B(b) The indemnified party shall promptly notify the indemnifying party in writing and in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 9 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right right, at its expense expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Joint Venture Agreement (Alternative Living Services Inc)

Provisions Regarding Indemnities. A) The indemnification obligations of WCCI and NYBE under Sections 9.1 and 9.2, respectively, shall survive for the applicable statute of limitations. Delivery of any written demand for indemnification by an indemnified party shall t011 toll the survival period for the subject of the particular demand and, once notice is given; , the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law. B) The indemnified party shall promptly notify the indemnifying party in writing and in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Joint Venture Agreement (New York Bagel Enterprises Inc)

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Provisions Regarding Indemnities. A(a) The indemnification obligations of WCCI HCR and NYBE ALS under Sections 9.1 Section 11.1 and 9.211.2, respectively, shall survive for the applicable statute of limitationslimitations period applicable to such rights of indemnification. Delivery of any written demand for indemnification by an indemnified party shall t011 toll the survival period for the subject of the particular demand and, once notice is given; , the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law. B(b) The indemnified party shall promptly notify the indemnifying party in writing and in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 11.1 or Section 9.2 11.2 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right right, at its expense expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Development Joint Venture Agreement (Alternative Living Services Inc)

Provisions Regarding Indemnities. A(a) The indemnification obligations of WCCI ALE and NYBE ALS under Sections 9.1 and 9.2, respectively, Section 9 of this Agreement shall survive for the applicable statute of limitationslimitations period applicable to claims in respect of which such rights of indemnification apply. Delivery of any written demand for indemnification by an indemnified party shall t011 toll the survival period for the subject of the particular demand and, once notice is given; , the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law. B(b) The indemnified party shall promptly notify the indemnifying party in writing and in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 9 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right right, at its expense expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, such consent not unless the settlement is for money damages only and is satisfied in full simultaneously with the conclusion of the settlement. (c) Any indebtedness or other obligations of ALE or ALS to its respective Affiliates will be unreasonably withheld subordinated to any indemnification obligations of ALE to ALS or delayedALS to ALE, respectively.

Appears in 1 contract

Samples: Joint Venture Agreement (Alternative Living Services Inc)

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