Notice of Indemnification Claim definition

Notice of Indemnification Claim has the meaning specified in Section 9.7.
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Notice of Indemnification Claim has the meaning set forth in Section 6.6(a).
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Notice of Indemnification Claim shall have the meaning given to such term at Section 6.6(a).
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Examples of Notice of Indemnification Claim in a sentence

  • 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.

  • 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 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.

  • The Buyer shall give the Seller and the Escrow Agent written notice (a "Notice of Indemnification Claim") of any claim for indemnification by the Buyer and/or any "indemnified party" (as defined in Section 12.3 of the Purchase Agreement) against the Seller to be paid from the Indemnification Escrow Fund (a "Claim"), indicating the amount of indemnification sought and specifying in reasonable detail the factual basis therefor to the extent then known to the Buyer, as the case may be.

  • Registration-Related Indemnification 42 Section 10.1 Company Indemnity 42 Section 10.2 Holder Indemnity 43 Section 10.3 Notice of Indemnification Claim 43 Section 10.4 Contribution 44 Section 10.5 Underwriting Agreement 44 Section 10.6 Survival 44 Article XI.

  • Any part of the Claimed Amount that is not agreed by the Escrow Representative to be owed to Parent shall be referred to as the “Contested Amount.” If the Escrow Representative fails to deliver a Response Notice within 30 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.

  • 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.

  • If the Representative fails to deliver a Response Notice within thirty (30) days after its receipt of a Notice of Indemnification Claim, the Escrow Agent shall release to Buyer the entire Claimed Amount.

  • INDEMNIFICATION 49 12.1 Indemnification by the Seller 49 12.2 Indemnification by the Tenant 49 12.3 Indemnification by Heritage 50 12.4 Indemnification by Purchaser 50 12.5 Indemnification Procedure; Notice of Indemnification Claim.


More Definitions of Notice of Indemnification Claim

Notice of Indemnification Claim means a certificate signed by any officer of the Indemnified Party: (A) stating that an Indemnified Party has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Damages and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated and the nature of the indemnifiable matter to which such item is related.
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Notice of Indemnification Claim shall have the meaning set forth in Section 7A(iii).
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Notice of Indemnification Claim shall have the meaning set forth in Section 6.4(a) of the Agreement.
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Notice of Indemnification Claim is defined in Section 12.8(a).
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Notice of Indemnification Claim shall have the meaning as set forth in Section 7.6(a).
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Related to Notice of Indemnification Claim

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

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

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

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

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, 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, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, 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, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

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

  • 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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

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

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

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

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

  • Third Party Claims has the meaning set forth in Section 11.1.

  • 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 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.

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

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

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

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

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

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

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

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

  • 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.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • First party claimant means an individual, corporation, association, partnership, or other legal entity asserting a right to payment as a covered person under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such a policy or contract.