Rules Regarding Indemnification. The obligations and liabilities of each party which may be subject to indemnification liability hereunder (the "indemnifying party") to the other party (the "indemnified party") shall be subject to the following terms and conditions:
Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions:
(i) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known.
(ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is s...
Rules Regarding Indemnification. The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions:
Rules Regarding Indemnification. 28 ARTICLE XI.
Rules Regarding Indemnification. 34 15.5 Exclusivity.........................................................................35 15.6
Rules Regarding Indemnification. 33 16. Termination.............................................................................................36
Rules Regarding Indemnification. The obligations and liabilities concerning indemnification set forth herein shall be subject to the rules regarding indemnification set forth in Sections 9.3.e through 9.3.h of the Purchase Agreement. Other than the AJP Losses, the Basket and Cap shall apply to the indemnification obligations set forth in Section 9.1.
Rules Regarding Indemnification. 28 SECTION 10.7 Offset.....................................................................................28
Rules Regarding Indemnification. The obligations and liabilities concerning indemnification shall be subject to the following terms and conditions:
8.3.1 The party claiming indemnification under Section 8.1 or 8.2 ("Indemnified Party") shall give prompt written notice to the party against which indemnification is sought under Section 8.1 or 8.2 ("Indemnifying Party") which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreements contained in Section 8.1 or 8.2, stating the nature and basis of such claims and the amount, to the extent known.
8.3.2 If, within thirty (30) days after receiving notice of a third party claim, the Indemnifying Party advises the Indemnified Party that the Indemnifying Party will conduct the defense of such third party claim at the expense of the Indemnifying Party, then so long as such defense is being conducted, the Indemnified Party shall not settle or admit liability with respect to the claim and shall afford to the Indemnifying Party and defending counsel all reasonable assistance in defending against the claims.
8.3.3 The party claiming indemnification under Section 8.1 or 8.2 must give written notice of a claim to the other party hereto within one (1) year after Closing; after such date, all such claims are barred, provided however, that this claims bar date shall not apply to, and the claims bar date shall be, the applicable statute of limitations, for obligations described in Sections 2.1.11, 2.1.20, 3.0, 5.3, 5.4, 12.9, 13.0 and 14.0, and the License Agreement.
Rules Regarding Indemnification. (a) Section 16(b)(vii) with respect to the rules regarding indemnification is hereby amended as follows:
