Notice of Indemnification definition

Notice of Indemnification has the meaning set forth in Section 14.4(a) of this Agreement.
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Notice of Indemnification. GLOBAL: GLOBAL HEREBY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS PURSUANT TO SECTION 8.3 HEREOF. GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation, d/b/a GGS Seismic, Inc. By: Xxxxx Xxxxxxxx Senior Vice President, CFO BORROWER: GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation, d/b/a GGS Seismic, Inc. By: Xxxxx Xxxxxxxx Senior Vice President, CFO GGS INTERNATIONAL HOLDINGS, INC., a Texas corporation By: Xxxxx Xxxxxxxx Senior Vice President, CFO AUTOSEIS, INC., a Texas corporation By: Xxxxx Xxxxxxxx Senior Vice President, CFO List of Attachments: Schedule of Definitions Exhibit “A” - Land Description Exhibit “B” - Budget Exhibit “C” - Affidavit of Completion Schedule 3.8 – Exception from retainage Annex I – Interest Rate Options
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Notice of Indemnification has the meaning ascribed to it in Section 9.5.
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Examples of Notice of Indemnification in a sentence

  • Within fifteen (15) days following receipt of a Notice of Indemnification from the Indemnified Party relating to any Claim, the Indemnifying Party will notify the Indemnified Party in writing if the Indemnifying Party elects to assume control of the defense and settlement of that Claim (a “Defense Election”).

  • If, at any time on or prior to the expiration of a representation or warranty, any Indemnitee (acting in good faith) delivers to the Representative a Notice of Indemnification Claim alleging an inaccuracy in or a breach of any of such representations or warranties and asserting a claim for recovery under Section 7.2 based on such inaccuracy or breach, then the claim asserted in such Notice of Indemnification Claim shall survive until such time as such claim is fully and finally resolved.

  • The Notice of Indemnification shall describe the Loss, submit the provisions of this Agreement from which the right of indemnification shall take place, include copies of the available written documents and indicate the estimated amount, if reasonably possible, of the Loss suffered by the Indemnified Party.

  • If a claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Section 6, such indemnified party shall promptly notify the indemnifying party of such claim in writing ("Notice of Indemnification Claim").

  • If the Escrow Agent has not received from Sellers' Representative written objection to the Claim or the amount or reasonableness of the estimated amount thereof on or before the 15th day following the date of such Notice of Indemnification (the "Determination Date"), the Claim, if the amount thereof is determinable, shall be conclusively presumed to have been agreed to by Sellers' Representative and certified by Buyer and Sellers' Representative for payment by the Escrow Agent.

  • If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Shareholders’ Representative shall be conclusively and irrevocably deemed to have agreed that the full Claimed Amount set forth in the Notice of Indemnification Claim is owed to the Indemnitee.

  • If the indemnifying party does not notify the indemnified party within thirty (30) calendar days after receipt of the Notice of Indemnification Claim that the indemnifying party elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party.

  • If the Escrow Agent receives the XFM Notice of Objection within said 14 days, the Escrow Agent shall release to XML the amount of Escrow Shares requested by XML in the Notice of Indemnification minus the Disputed Amount, which amount may be all Escrow Shares, and shall continue to hold the Disputed Amount in accordance with the terms hereof.

  • If the Shareholder Representative fails to deliver a Response Notice within 60 days after its receipt of a Notice of Indemnification Claim, the Escrow Agent shall release to Parent such portion of the Claimed Amount as Parent shall have certified in writing to the Escrow Agent as having been actually incurred by Parent prior to such date.

  • As set forth in Article IV.H "Lucky Notice of Indemnification" and Article V.B.2(c), Lucky has notified the Debtors that it has an unliquidated indemnification claim against the Debtor as a result of the Debtor's rejection of certain nonresidential real property leases.


More Definitions of Notice of Indemnification

Notice of Indemnification. THE PARTIES TO THIS SECOND AMENDMENT HEREBY -------------------------- ACKNOWLEDGE AND AGREE THAT THIS SECOND AMENDMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS.
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Notice of Indemnification. THE PARTIES TO THIS LEASE HEREBY ACKNOWLEDGE AND AGREE THAT THIS LEASE (AND ATTACHED EXHIBITS)CONTAINS CERTAIN INDEMNIFICATION PROVISIONS.
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Notice of Indemnification. THE PARTIES TO THIS AMENDMENT HEREBY ACKNOWLEDGE AND AGREE THAT THIS AMENDMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS.
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Related to Notice of Indemnification

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

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

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

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • 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.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

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

  • 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 Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Exculpation means the exculpation provision set forth in Article X.D hereof.

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

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

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