Indemnification Procedure definition

Indemnification Procedure means the

Indemnification Procedure means the procedure set out in section 13 of the Master Terms.

Indemnification Procedure. MATTERS INVOLVING CLAIMS OF THIRD PARTIES: The party indemnified hereunder (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnitor") of the existence of any claim or demand, whether in court or out of court, involving liabilities to third parties to which the Indemnitor's indemnification obligations would apply, and shall give the Indemnitor twenty (20) days from the date of receipt of said notice in which to elect to defend the same at its own expense and with counsel of its own selection (who shall be approved by the Indemnitee, which approval shall not be unreasonably withheld, and who, should said approval be given and should the Indemnitor elect to defend, shall be granted by the Indemnitee the power of attorney necessary to conduct said defense); provided that the Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. If the Indemnitor shall, within such twenty (20) day period, fail to defend, the Indemnitee shall have the right, but not the obligation, to undertake the defense of and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Indemnitor. Except as otherwise provided above, the Indemnitee shall not compromise or settle the claim or other matter without the written consent of the Indemnitor, such consent not to be unreasonably withheld. If the claim is one that cannot by its nature be defended solely by the Indemnitor, the Indemnitee shall make available all information and assistance (including access to the books and records of RCF and the RCF Subsidiaries) that the Indemnitor may reasonably request; provided that any actual out of pocket expenses shall be paid by the Indemnitor.

Examples of Indemnification Procedure in a sentence

• INDEMNIFICATION 23 9.1 Survival of Seller and Subsidiary Representations; Indemnification by Seller 23 9.2 Survival of Purchaser Representations; Indemnification by Purchaser 25 9.3 Indemnification Procedure 26 10.

• The failure to give notice as provided in this Section 11.7 (Third Party Claim Indemnification Procedure) shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure.

• The Indemnifying Party will not be liable for any settlement or other disposition of Losses by the Indemnified Party if such settlement is reached without the written consent of the Indemnifying Party pursuant to this Section 15.3 (Indemnification Procedure).

• If the Indemnifying Party does not assume the defense of the indemnification claim as described in this Section 14.3 (Indemnification Procedure), then the Indemnified Party may defend the indemnification claim but will have no obligation to do so.

• In case the Seller and not Telpart defends the SPA Claim under the SPA Indemnification Procedure, the Purchaser may participate, at its own expense, in the defense of such SPA Claim by means of indication of a separate counsel, who may discuss and agree with the Seller’s counsel the strategy for such SPA Claim, unless Telpart does not grant its consent to such participation of the Purchaser, if such consent is required.

• The Purchaser acknowledges and recognizes all restrictions and limitations related to the SPA Indemnification Procedure, especially the fact that the Seller may not claim for indemnification against Telpart based on the SPA Claims in case the aggregate threshold set forth in Section 8.2(f) is not attained.

• The Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the best possible outcome of the SPA Claim to the extent possible under the SPA Indemnification Procedure.

• The Indemnifying Party will not be liable for any settlement or other disposition of Losses by the Indemnified Party if such settlement is reached without the written consent of the Indemnifying Party pursuant to this Section 14.3 (Indemnification Procedure).

• Section 4.1. Indemnification Obligations / Indemnification Procedure / Settlement / Contribution.

• Except as expressly provided in Sections 9.3 (Indemnification) and 9.4 (Indemnification Procedure), no person who is not a Party to the Agreement shall have the right to enforce any term of the Agreement.

More Definitions of Indemnification Procedure

Indemnification Procedure. The Customer Indemnitee (the “Indemnitee”) that believes it is entitled to be indemnified pursuant to this Agreement will, subject to the consent of the Attorney General of Texas, (i) promptly notify the “Indemnitor” in writing of any Claims for which such Party owes an indemnification obligation hereunder, and (ii) cooperate with the Indemnitor at the Indemnitor’s sole cost and expense.

Indemnification Procedure means the procedure set out in section 11 of the General Terms.

Indemnification Procedure means the procedure set out in section 12 of the Master Terms.

Indemnification Procedure means the procedure set out in section 13 of the Data Services Master Terms.

Indemnification Procedure. Any person or entity claiming a right to indemnity under this section (iv) (the "Indemnitee(s)") shall notify all entities and persons that it believes may owe a duty to indemnify it (the "Indemnitor(s)") in writing promptly after receiving notice of a claim, lawsuit, demand, or action or threatened claim lawsuit, demand, or action for Losses covered by the indemnity obligations in this section (a "Claim") and provide documentation pertaining to the Claim to the Indemnitors upon request. The Indemnitees and Indemnitors agree to keep each other reasonably informed regarding the status of any Claims and allow each other reasonable opportunities to participate in the defense and settlement of Claims, including by providing notice and consulting with each other prior to settling any Claim. Any omission or delay in complying with this section by an Indemnitee shall relieve an Indemnitor of its obligations to the extent it is prejudiced by such omission or delay. Notwithstanding anything to the contrary in this Agreement, this section shall survive any termination or expiration of this Agreement.