Notice and Assistance definition

Notice and Assistance. A party (the "indemnitee") which intends to claim indemnification under this Section 9 shall promptly notify the other party (the "indemnitor") in writing of any action, claim or other matter in respect of which the indemnitee or any of its employees or agents intend to claim such indemnification. The indemnitee shall permit, and shall cause its employees and agents to permit, the indemnitor, at its discretion, to settle any such action, claim or other matter 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 other matter 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. At the expense of the indemnitor, the indemnitee shall render the indemnitor all assistance reasonably necessary in defending against such claim, suit, or action. The indemnitee party shall have the right at its expense, to retain separate counsel to act in an advisory capacity in connection with any matter involving a claim for indemnity and the indemnitor will cooperate with such counsel.
Sample 1

Related to Notice and Assistance

  • Rental Assistance or “Subsidy” means Gross Rent minus the sum of the utility allowance and the Eligible Household’s payment of 30% of their monthly net income.

  • Termination Assistance means the activities to be performed by the Supplier pursuant to the Exit Plan, and any other assistance required by the Customer pursuant to the Termination Assistance Notice;

  • Financial Assistance Agreement means the Financial Assistance Agreement by and between the State of Wisconsin by the Department of Natural Resources and the Department of Administration and the Municipality pursuant to which the Bonds are to be issued and sold to the State, substantially in the form attached hereto and incorporated herein by this reference;

  • Financial assistance means the transfer of money or property to an Applicant or Participant to accomplish a public purpose of support authorized by Federal statute through Grants or Cooperative Agreements and sub-awards. For DOE, it does not include direct loans, loan guarantees, price guarantees, purchase agreements, Cooperative Research and Development Agreements (CRADAs), or any other type of financial incentive instrument.

  • Termination Assistance Services has the meaning set forth in Section 18.12.

  • technical assistance means any technical support related to repairs, development, manufacture, assembly, testing, maintenance, or any other technical service, and may take forms such as instruction, advice, training, transmission of working knowledge or skills or consulting services; including verbal forms of assistance;

  • Directory assistance means an ancillary service of providing:

  • Medical assistance means medical assistance as established under title XIX of the social security act, 42 USC 1396 to 1396w-5.

  • Directory Assistance Service includes, but is not limited to, making available to callers, upon request, information contained in the Directory Assistance Database. Directory Assistance Service includes, where available, the option to complete the call at the caller's direction. "Directory Listings" or "Listings" are any information identifying the listed names of subscribers of a Telecommunications Carrier or Provider, as applicable, and such subscribers' telephone numbers, addresses, or primary advertising classifications (as such classifications are assigned at the time of the establishment of such service), or any combination of such listed names, numbers, addresses or classifications: (1) that the Telecommunications Carrier and/or Provider provides or uses for the purpose of publishing the Listings in any directory format; or (2) that the Telecommunications Carrier and/or Provider provides or uses in Directory Assistance Service, Directory Assistance List Service, or for other lawful purposes.

  • Participating Broker-Dealers shall have the meaning set forth in Section 4(a) hereof.

  • Participating Broker-Dealer has the meaning set forth in the Registration Rights Agreement.

  • Substantial Assistance means stand-by assistance by another person without which you would not be able to safely and completely perform the ADL.