Indemnification Procedures definition

Indemnification Procedures. A party (the "indemnitee") which intends to claim indemnification under this Article 9 shall promptly notify the other party (the "indemnitor) in writing of any action, claim or liability in respect of which the indemnitee or any of its Affiliates, directors, officers, employees or agents intend to claim such indemnification. The indemnitee shall permit, and shall cause its Affiliates, directors, officers, employees and agents to permit, the indemnitor, at its discretion, to settle any such action; claim or liability and. agrees to the complete control of such defense or settlement by the indemnitor provided, however, that such settlement does not adversely affect the indemnitee's rights hereunder or impose any obligations on the indemnitee in addition to those set forth herein in order for it to exercise such rights. No such action, claim or liability shall be settled without the prior written consent of the indemnitor and the indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The indemnitee and its Affiliates, directors, officers, employees and agents shall cooperate fully with the indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification. The indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and expense.

Indemnification Procedures. Any person seeking indemnity pursuant to this section (the "Indemnified Party") shall notify the Party from whom indemnification is sought (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim, threatened claim, damage, loss, suit, proceeding or liability ("Claim") to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if and to the extent the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the Claim at its own expense. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the Indemnify Party’s indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred by the Indemnified Party after the assumption of the defense by the Indemnifying Party. If the Indemnify Party does not assume the defense of the Claim, the Indemnified Party may defend the Claim; provided, that the Indemnified Party will not settle or compromise the Claim without consent of Indemnifying Party, which consent will not be unreasonably withheld. The Indemnified Party shall cooperate with Indemnifying Party and will make available to Indemnifying Party all pertinent information under the control of the Indemnified Party.

Indemnification Procedures. With respect to any third party claims for which a party seeks indemnification under this Section 11, the indemnification procedures set forth in Section 7.01(d)-(f) of the IPO and Distribution Agreement between eFunds and Deluxe Corporation dated as of March 31, 2000 shall apply, and are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein. With respect to any claims for indemnification which do not involve a claim by a third party, the procedures set forth in Section 14 hereof shall govern the parties' rights and obligations with respect thereto.

Examples of Indemnification Procedures in a sentence

• Indemnification Procedures The procedures set forth below shall apply to all indemnity obligations under this Contract.

• Buyer will defend, indemnify and hold the Honeywell Indemnities harmless from and against any Claims arising out of Buyer’s non- compliance with this Section 26 and its subparagraphs, pursuant to the Indemnification Procedures of Section 18 (Indemnification).

• Subject to the provisions of paragraph 12.3 (Indemnification Procedures), Publisher agrees to defend, indemnify and hold harmless Developer and its affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) which arise in connection with the breach or an alleged breach by Publisher of any of its warranties set forth in paragraph 15 (Warranties of Publisher).

• Action 5 Develop capacity to ensure understanding and build skills for effective implementation of the NSPS at national and decentralised levels.

• Subject always to Your compliance with Section 7.6 (Indemnification Procedures), We, or Our licensor Genesys, will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party.

• SURVIVAL 44 10.1 Survival of Representations and Warranties 44 10.2 Indemnification by Seller 44 10.3 Indemnification by Purchaser 45 10.4 Indemnification Procedures 46 10.4 Escrow 46 10.5 Exclusive Remedy 58 Article 11.

• Buyer will defend, indemnify and hold the Honeywell Indemnities harmless from and against any Claims arising out of Buyer’s non-compliance with this Section 26 and its subparagraphs, pursuant to the Indemnification Procedures of Section 18 (Indemnification).

• Subject always to your compliance with Section 7.5 (Indemnification Procedures), We will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Genesys Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party.

• XXV-2 25.4 Indemnification Procedures..................................................................................

• Once the Indemnifying Party gives such notice to the Indemnitee, (a) the Indemnifying Party will have the right to control the defense and settlement of such Claim, subject to this Section 15.3 (Indemnification Procedures) and (b) the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee’s reasonable expenses of investigation and cooperation.

More Definitions of Indemnification Procedures

Indemnification Procedures. With respect to each Claim, Agent shall notify Craxx xx writing pursuant to the notice instructions set forth for Borrower in Section 12.8 of the Agreement (or to such other notice address as Craxx xxall direct in writing to Agent pursuant to the provisions of Section 12.8) any Claim that is claimed to be the basis for indemnification pursuant to the immediately preceding paragraph. Upon receipt of any such notice of Claim, Craxx xxall, in good faith and at his own expense, pay, defend, contest, or otherwise protect against any such Claim with legal counsel reasonably acceptable to Required Guarantors. The Agent and each Guarantor shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. So long as Craxx xx defending in good faith any such Claim, the Agent and each Guarantor shall at all times fully and timely cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees available, and otherwise render reasonable assistance to, Craxx xx connection with the defense of such Claim. If Craxx xxils to timely defend, contest, or otherwise protect against any such Claim, then Agent and Guarantors shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims, or otherwise protect against any such Claim and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from Craxx, xncluding, without limitation, reasonable attorneys' fees, disbursements, and all amounts paid as a result of such Claim or any compromise or settlement thereof. Craxx xxall not settle any Claim without the prior written 47 consent of Required Guarantors, which consent may be withheld in the sole discretion of the Required Guarantors, unless such settlement involves only the payment of monetary damages by Craxx xxd includes a full and complete release of Agent and each Guarantor, and their respective representatives.

Indemnification Procedures. (i) the indemnitor will be entitled to control the defense and the indemnitee(s) shall give prompt notice of any Claim; (ii) any indemnitee will reasonably cooperate in defense of the claim including promptly furnishing all relevant information within its possession, custody, or control; (iii) any indemnitee may participate in the defense, but it shall be at its own expense; and (iv) the indemnitor may not enter into any settlement, assume any obligation, or make any concession without the prior written approval of the relevant indemnitee(s), which approval may not be unreasonably withheld, conditioned or delayed. savunmayı kontrol etme hakkına sahip olacak ve tazmin edilen herhangi bir İddiayı derhal bildirecektir; (ii) tazmin edilen elinde, gözetiminde veya kontrolünde bulunan ilgili tüm bilgileri derhal vermek de dâhil olmak üzere iddianın savunulmasında makul bir şekilde işbirliği yapacaktır; (iii) herhangi bir tazminat alacaklısı savunmaya katılabilir, ancak masraflar kendisine ait olacaktır ve (iv) tazminat veren, ilgili tazminat alacaklılarının önceden yazılı onayı olmadan (bu onay makul olmayan bir şekilde alıkonulamaz, şarta bağlanamaz veya geciktirilemez) herhangi bir uzlaşmaya giremez, herhangi bir yükümlülük üstlenemez veya herhangi bir taviz veremez. 20.