Claims for Indemnification Sample Clauses
The "Claims for Indemnification" clause defines the process and requirements for a party to seek compensation from another party for losses or damages covered under an indemnity agreement. Typically, this clause outlines the steps for notifying the indemnifying party of a claim, the timeframe for such notification, and the supporting documentation required. Its core practical function is to ensure that both parties understand the procedure for making indemnification claims, thereby reducing disputes and providing a clear mechanism for addressing losses or liabilities that arise during the course of the agreement.
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Claims for Indemnification. A Person entitled to indemnification under this Section 10.1 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent the Indemnifying Party shall not unreasonably withhold, condition or delay. The Indemnifying Party shall not agree, without the prior written consent of the Indemnified Party, which consent the Indemnified Party shall not unreasonably withhold, condition or delay, to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party.
Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consent.
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Claims for Indemnification. 28 7.4 Defense by the Indemnifying Party.......................................29
Claims for Indemnification. 70 6.4 Survival...........................................................75 6.5 Limitations........................................................76 6.6
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.
Claims for Indemnification. (i) Whenever any claims shall arise for indemnification under this Agreement, the Indemnified Party shall notify the Corporation promptly and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such claim. The notice shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses) arising therefrom.
(ii) Any indemnification under this Agreement shall be made no later than 30 days after receipt by the Corporation of the written notification specified in Section 1(b)(i), unless a determination is made within such 30 day period by (X) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the mater described in the notice of (Y) independent legal counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnified Party has not met the relevant standards for indemnification under this Agreement.
Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.
Claims for Indemnification. (a) A Party seeking indemnification from the other hereunder (the "Indemnitee") shall give to the party from which indemnification is sought (the "Indemnitor") written notice (a "Claim Notice") of any claim which is subject to the indemnity obligations set forth in Section 3.2 with sufficient promptness so as not to prejudice the Indemnitor's interests in respect of such claim and any obligation of indemnity arising therefrom. The Claim Notice shall set forth, to the best of the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the anticipated amount of Losses or reasonable estimate thereof. The failure to give prompt notice shall not affect the rights of the Indemnitee to indemnity hereunder, except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of such claim or shall have materially increased the amount of the obligation of the Indemnitor.
(b) The Indemnitor receiving a Claim Notice may object to such Claim Notice by delivering written notice of such objection to the Indemnitee within fifteen (15) days after receipt of the applicable Claim Notice. If the Indemnitor does not timely object to a Claim Notice in accordance with this Section 3.3, the Indemnitor shall, within thirty (30) days after receipt of the Claim Notice, either (i) pay the amount of the claim set forth in the Claim Notice, if a monetary amount is involved, or (ii) if a claim of a third party is involved, have the right to assume the defense of such claim.
(c) Indemnitor shall have the right to conduct and control, through counsel of its own choosing which counsel shall be reasonably satisfactory to Indemnitee, the defense of any such claim or any action arising therefrom; provided, that in conducting the defense of any such claim or action, Indemnitor shall, and shall cause its counsel to, consult with Indemnitee and its counsel, if any, selected by it, and shall keep such counsel, if any, and Indemnitee fully advised of the progress thereof. Indemnitee shall notify in writing Indemnitor promptly after the assertion of any claim, which may be the basis for indemnification hereunder and Indemnitor shall promptly arrange for counsel reasonably satisfactory to Indemnitee to defend such action. If Indemnitor does not or is unable to provide counsel acceptable to Indemnitee within 15 days after notification of such claim, Indemnitee may within reason select counsel of its own c...
Claims for Indemnification. Whenever any claim shall arise for indemnification under this Article XII, the party (parties) seeking indemnification (the “Indemnified Party”), shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provide...