Waiver of Indemnification Sample Clauses

Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 12.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without NRG’s consent if the Tax Indemnitee: (A) waives its right to any indemnity payment by NRG pursuant to this Section 12.2 in respect of such Tax Claim (and any other claim for Taxes with respect to any other taxable year the contest of which is effectively precluded by the Tax Indemnitee’s declination to take action with respect to the Tax Claim), and (B) promptly repays to NRG any Tax Advance and any amount paid to such Tax Indemnitee under Section 12.2(a) above in respect of such Taxes. Except as provided in the preceding sentence, any such waiver shall be without prejudice to the rights of the Tax Indemnitee with respect to any other Tax Claim.
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Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 9.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to (and the Facility Lessee shall not be permitted to contest) a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without the Facility Lessee's consent if the Tax Indemnitee:
Waiver of Indemnification. Notwithstanding anything to the contrary contained in this SECTION 10.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without Xxxxx City's consent if the Tax Indemnitee: (A) waives its right to any indemnity payment by Xxxxx City pursuant to this SECTION 10.2 in respect of such Tax Claim (and any other claim for Taxes with respect to any other taxable year the contest of which is effectively precluded by the Tax Indemnitee's declination to take action with respect to the Tax Claim), and (B) promptly repays to Xxxxx City any Tax Advance and any amount paid to such Tax Indemnitee under SECTION 10.2(A) above in respect of such Taxes. Except as provided in the preceding sentence, any such waiver shall be without prejudice to the rights of the Tax Indemnitee with respect to any other Tax Claim.
Waiver of IndemnificationA Party with a right to indemnification ------------------------- under this Agreement with respect to any Tax liability that does not have the primary responsibility to handle, settle, or contest any Tax Controversy under the provisions of this Section VI may waive the right to such indemnification and assume the primary responsibility (at its expense) to handle, settle, or contest that portion of the Tax Controversy for which such Party has primary liability for the Tax liability.
Waiver of Indemnification. Licensor shall NOT indemnify, defend or hold Licensee harmless from and against any loss, cost, damage, liability, or expense (including reasonable legal fees) suffered or incurred by Licensee in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Licensed Products. Licensee shall not be held responsible for unauthorized use of the firmware (executable code distributed in modules or for field upgrades) through illegal copying or by other means circumventing the code protection by third parties.
Waiver of IndemnificationIn the event that any Indemnified Party expressly waives in writing its right to indemnification hereunder, the Indemnifying Party shall not be entitled to appoint counsel to represent such Indemnified Party nor shall the Indemnifying Party reimburse such Indemnified Party for any costs of counsel to such Indemnified Party.
Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 8.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without Old Dominion's consent if the Tax Indemnitee: (i) waives its right to any indemnity payment by Old Dominion pursuant to this Section 8.2 in respect of such Tax Claim, and (ii) promptly repays to Old Dominion any Tax Advance and any amount paid to such Tax Indemnitee under paragraph (a) above in respect of such Taxes, plus interest on such Tax Advance or other amounts at the IRS rate for refunds (or other applicable state or local interest rate for refunds), payable from the date of payment of such amounts by Old Dominion to the Tax Indemnitee to (but excluding) the date of repayment of such amounts by the Tax Indemnitee to Old Dominion. If the Tax Indemnitee settles a Tax Claim in respect of which the consent of Old Dominion to such settlement is required and has reasonably been withheld and if Old Dominion is thereby precluded as a matter of law from initiating or continuing a contest hereunder of any Tax Claim for any other taxable period, the Tax Indemnitee shall be deemed to have waived the payment by Old Dominion under this Section 8.2 of any indemnity amounts in respect of any such other Tax Claim.
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Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 11.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without PPL Montana's consent if the Tax Indemnitee: 56 64 (1) waives its right to any indemnity payment by PPL Montana pursuant to this Section 11.2 in respect of such Tax Claim (and any other claim for Taxes with respect to any other taxable year the contest of which is effectively precluded by the Tax Indemnitee's declination to take action with respect to the Tax Claim), and
Waiver of Indemnification. The Borrower should not be held liable to any Syndicate Member under the Article 16.2, Article 16.3 and Article 16.4 in any of the following circumstance: 1. The liabilities are caused by the faults or misconducts of such Syndicate Member. 2. The Borrowers is obliged to indemnify and have indemnified such Syndicate Member in accordance any other provisions of this Agreement.
Waiver of IndemnificationThe Company shall have received from Xxxxxx Xxxxxxxx and any other person who may be entitled to indemnification from the Company with respect to the SEC Litigation (as defined above), an agreement waiving any right to receive any such indemnification after the Closing, including costs of defense, to the fullest extent permitted under applicable law, which agreement shall provide, among other things, that any amounts to be paid by or on behalf of Xx. Xxxxxxxx pursuant to the Consent and Final Judgment entered into in the SEC Litigation shall not be paid or reimbursed by the Company.
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