Indemnitee Notice definition

Indemnitee Notice has the meaning set forth in Section 5.4.
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Indemnitee Notice and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "Claim Notice Period"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of twenty (20) days after the receipt of the Indemnitee Notice by the Indemnitor (the "Indemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. Subject to the limitations of Section 11.1, if the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand; provided, however, that in the event the Seller is the Indemnitor with respect to such claim, then such payment shall be made from and solely out of the Indemnity Escrow Funds. If the Indemnitor notifies the Indemnitee within the Indemnitee Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.6(b) hereof.
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Examples of Indemnitee Notice in a sentence

  • The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby.

  • If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand.

  • Such Indemnitee Notice shall describe the Third-Party Claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Loss that has been or may be sustained by such Indemnitee.

  • The Indemnitor will notify the Indemnitee within a period of twenty (20) days after the receipt of the Indemnitee Notice by the Indemnitor (the "Indemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim.

  • Such Indemnitee Notice will describe the Third-Party Claim in reasonable detail and will indicate the amount (estimated if necessary) of the Loss that has been or may be sustained by such Indemnitee.

  • All such notices, demands and other communications shall be addressed as follows: If to the Company: Neo-Concept International Group Holdings Limited 10/F, Seaview Centre Xx. 000-000 Xxx Xxx Xxxx Xxxx Xxxx Kowloon, Hong Kong Telephone: +(000) 0000-0000 If to the Indemnitee: Notice of change of address shall be effective only when done in accordance with this Section.

  • The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee’s rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby.

  • The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim.

  • All such notices, demands and other communications shall be addressed as follows: the Company: ChinaEdu Corporation 12th Floor, Capital Times Square Xx. 00 Xxxxxxxxx Xxxxxx Xxxxxxx, 000000 People’s Republic of China Facsimile: (8610) 8391-3165 Attention: Chief Executive Officer the Indemnitee: Notice of change of address shall be effective only when done in accordance with this Section.

  • The Indemnitor will notify the Indemnitee within a period of twenty (20) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim.

Related to Indemnitee Notice

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Claims Notice has the meaning set forth in Section 9.3(a).

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

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

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

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

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

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

  • Notice of Claim has the meaning set forth in Section 9.4(a).

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

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Tax Notice has the meaning set forth in Section 2.06(a).

  • Third Party Claim has the meaning set forth in Section 9.5(a).

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • Direct Claim has the meaning set forth in Section 8.05(c).

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

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

  • Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading statement or omission.

  • Investor Indemnified Party is defined in Section 4.1.

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

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

  • Tax Indemnitee as defined in Section 3.01(5).

  • Indemnity Claim has the meaning set forth in Section 8.3.