Claim for Indemnification definition

Claim for Indemnification means a written notice by Buyer or Seller to the other asserting a claim under Article 8. Such notice shall be sufficient if (i) it is delivered in accordance with Section 11.7 and (ii) it provides a general description of the Adverse Consequences that the Indemnified Party may suffer, with an estimate, if reasonably ascertainable, of the extent of the dollar amount of Adverse Consequences known at such time.
Sample 1
Claim for Indemnification means a good faith written notice by Buyer or any Seller asserting a claim for Losses under Article VIII. Such notice shall provide, in reasonable detail: (i) a specific description of the Losses that the Indemnified Party has suffered, or is reasonably likely to suffer; (ii) the dollar amount of such Losses (to the extent known or ascertainable, or if not, a good faith estimate of the amount thereof with reasonable explanation of the basis for the estimate); (iii) the representation, warranty or covenant set forth in this Agreement the breach of which is giving rise to such Losses; and (iv) the facts and circumstances underlying such asserted breach.
Sample 1
Claim for Indemnification means a good faith written notice by the Buyer Indemnitees or the Seller Indemnitees asserting a claim for Losses under Article VIII delivered in accordance with Section 10.6. Such notice shall provide, in reasonable detail: (i) a specific description of the Losses that the Indemnified Party has suffered, or is reasonably likely to suffer; (ii) the dollar amount of such Losses (to the extent known or ascertainable, or if not, a good faith estimate of the amount thereof with reasonable explanation of the basis for the estimate); (iii) the representation, warranty or covenant set forth in this Agreement the breach of which is giving rise to such Losses; and (iv) the facts and circumstances underlying such asserted breach.
Sample 1

Examples of Claim for Indemnification in a sentence

  • D To facilitate the payment of any Claim for Indemnification hereunder Departments shall be billed in accordance with Exhibit B either as an Expenditure or through the Service Fees.

  • Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with §8(g).

  • Except as otherwise provided in Section 13.3 (Claim for Indemnification) and excluding Infringement or Invalidity Claims, each Party (such Party referred to as the “Defending Party”) will have the sole right, but not the obligation, to defend against any Third Party Claims made against it with respect to its activities hereunder.

  • The Indemnifying Party shall have thirty (30) days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection.

  • An Indemnified Party may make a claim for any matter that does not involve a Third Party Claim in any amount to which it may be entitled under this Article VIII by providing a Claim for Indemnification against the Indemnifying Party promptly after the Indemnified Party has notice of any Losses that may give rise to a Claim for Indemnification.

  • If an objection is timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of twenty (20) Business Days from the date the Indemnified Party receives such objection prior to commencing any arbitration, formal legal action, suit or proceeding with respect to such Claim for Indemnification.

  • LEXIS 99570 at *29–30 (finding, in the motion to dismiss context, that plaintiff’s allegations of pervasive discrimination and employer’s preferential treatment of Caucasian workers was not sufficiently outrageous to support intentional infliction of emotional distress claim).

  • If an objection is delivered by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of thirty (30) Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding with respect to such Claim for Indemnification.

  • The Borrowers represent and warrant that the Registration Statement complied when it became effective, complies on the date of this Agreement, and shall comply on each Exchange Date and any later date upon which shares of Common Stock are received upon the conversion of the Preferred Stock, in each case, in all material respects with the requirements of Form S-3 under the Securities Act.

  • If cash is disbursed from the Escrow Account with respect to a Claim for Indemnification of an Alpha Party, such cash shall be disbursed to the Alpha Party suffering such Adverse Consequences as may be specified by the Alpha Parties in writing to the Escrow Agent.


More Definitions of Claim for Indemnification

Claim for Indemnification means a written notice by Buyer or Seller to the other asserting with reasonable particularity (including an estimate of the extent of the dollar amount of Adverse Consequences) a claim under §8 delivered in accordance with §10(g).
Sample 1
Claim for Indemnification means a claim for indemnification pursuant to Article 10 of this Agreement;
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Claim for Indemnification has the meaning ascribed to such term in Section 5(a) of this Agreement.
Sample 1
Claim for Indemnification means a written notice by Buyer to Seller or Seller to Buyer, as the case may be, asserting a claim under Article VIII delivered in accordance with Section 10.6. Such notice shall provide, in reasonable detail, (i) a general description of the Losses that the Indemnified Party has suffered, or is reasonably likely to suffer, (ii) the dollar amount of such Losses (or an estimate thereof, if reasonably determinable), (iii) the breach of representation, warranty, covenant, or agreement set forth in this Agreement giving rise to such Losses, and (iv) the facts and circumstances underlying such asserted breach.
Sample 1
Claim for Indemnification means a written notice by Buyer or Seller to the other asserting a claim under Article IX delivered in accordance with Section 10.6; provided, however, that such notice shall be sufficient if it provides a description of the claim in reasonable detail (to the extent such information is available to the party giving notice), and a general description of the Losses that the Indemnified Party may suffer, with an estimate of the extent of the dollar amount of Losses, to the extent such information can reasonably be determined at the time notice is given.
Sample 1

Related to Claim for Indemnification

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Investor Indemnified Party is defined in Section 4.1.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.