Indemnification Claim Sample Clauses

Indemnification Claim. If, at the conclusion of an action, either party believes it is entitled to contribution or indemnification under the provisions above, such party shall give the other written notice of its claim for contribution or indemnification (the "Indemnification Claim"). The party who receives the Indemnification Claim shall have thirty (30) business days in which to respond. In the event the parties cannot agree on the validity or amount of the Indemnification Claim, then the parties shall submit their dispute to confidential mediation, in accordance with Section 16.17. Neither party may assert the statute of limitations as a defense to the claim for contribution or indemnification unless the limitations period had already expired and would have barred the underlying action against that party at the time the underlying action was filed.

Indemnification Claim. (i) If any of the Indemnified Parties suffer or incur any Loss arising out of or resulting from or in connection with an Indemnification Event (“Indemnification Claim”), the relevant Indemnified Parties shall have the right to issue a written notice to the Indemnifying Party (“Indemnification Notice”). The Indemnified Party shall describe in reasonable detail the breach alleged and the Losses suffered or incurred by the Indemnified Parties, and shall, along with the Indemnification Notice, provide relevant information, data and documents in support of the Indemnification Claim to the extent available with the Indemnified Parties. The Indemnifying Party shall keep the Indemnified Parties promptly informed of any new facts, matters, circumstances, or developments as they arise with respect to any Indemnification Claim following the issuance of an Indemnification Notice. (ii) Within 20 (twenty) days of receipt of the Indemnification Notice, the Indemnifying Party shall either: (a) accept the Indemnification Claim raised by the relevant Indemnified Party under the Indemnification Notice by issuing a notice to relevant Indemnified Party (“Acceptance Notice”); or (b) issue a notice to the relevant Indemnified Party stating that it is disputing the Indemnification Claim raised by the Indemnified Parties under the Indemnification Notice and deny its liability to indemnify the relevant Indemnified Parties for the Loss alleged (“Dispute Notice”). It is hereby agreed that in the event the Indemnifying Party fails to issue a Dispute Notice or Acceptance Notice within 20 (twenty) days of receipt of the Indemnification Notice, the Indemnifying Party shall have deemed to have rejected the Indemnification Claim raised by the relevant Indemnified Parties under the Indemnification Notice. (iii) In the event the Indemnifying Party: (a) accepts the Indemnification Claim and issues an Acceptance Notice; or (b) such Indemnification Claim is determined in favour (in whole or in part) of the Indemnified Parties by arbitration in accordance with Clause 11 (Dispute Resolution, Governing Law and Jurisdiction), the amount set out in the Indemnification Notice or as specified in the arbitral award (as the case may be) shall be paid by the Indemnifying Party to the relevant Indemnified Parties within 10 (ten) Business Days of the receipt of the Acceptance Notice or the arbitral award, as the case may be, provided that in the event that any Indemnified Parties are required to make any p...

Indemnification Claim. A claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim” If the Indemnitee intends to claim indemnification under this ARTICLE 9, the Indemnitee shall notify Indemnitor in writing, promptly upon becoming aware of an Indemnification Claim, describing in reasonable detail the facts giving rise to the Indemnification Claim; provided, that an Indemnification Claim in respect of any action at law or suit in equity by or against a Third Party as to which indemnification shall be sought shall be given promptly after the action or suit is commenced (provided that the Indemnitee is aware of such commencement); and provided further, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice.

Indemnification Claim. A Claim may be asserted by any Purchaser Indemnitee or Seller Indemnitee, as the case may be, by delivery to the indemnifying party of a written notice of such Claim setting forth (i) the name of such Seller Indemnitee or Purchaser Indemnitee, as applicable, (ii) the specific representation, warranty covenant, agreement or obligation alleged to have been breached by such Seller Indemnitee, as applicable, and (iii) a calculation setting forth the amount of such Claim (or if not ascertainable, a reasonable good faith estimate of the maximum amount thereof).

Indemnification Claim. A Claim may be asserted by any Purchasers Indemnitee in accordance with the terms, conditions and procedures set forth in the Escrow Agreement. A Claim may be asserted by any Sellers Indemnitee by delivery to CharterMac and Purchasers of a written notice of such Claim setting forth (i) the name of such Sellers Indemnitee, (ii) the specific representation, warranty or agreement alleged to have been breached by such Sellers Indemnitee, (iii) a reasonably detailed description of the facts and circumstances giving rise to the alleged breach and (iv) a calculation setting forth the amount of such Claim (or if not ascertainable, a reasonable good faith estimate of the maximum amount thereof).

Indemnification Claim. To the knowledge of Security, there is no event, action or omission by or with respect to any director, officer, employee, trustee, agent or other person who may be entitled to receive indemnification or reimbursement, claim, loss or expense under agreement, contract or arrangement providing corporate indemnification or reimbursement of any such person.

Indemnification Claim. If at any time, or from time to time, on --------------------- or before __________, 1999 [INSERT DATE WHICH IS THE FIRST ANNIVERSARY OF THE CLOSING DATE] (the "Termination Date"), Monroe delivers to the Escrow Agent written notice (an "Indemnification Notice") and a copy thereof pursuant to Section 4.1 hereof asserting that Monroe is entitled to indemnification under Section 10 of the Purchase Agreement, which Indemnification Notice shall state the basis and amount of such indemnification claim, then the Escrow Agent shall disburse to Monroe from the Escrow Fund, on the thirtieth (30th) day following receipt by the Escrow Agent of the Indemnification Notice, an amount equal to the value of such claim. Any amount so disbursed shall be payable as follows: (a) 45% of such amount shall be disbursed from the Cash Escrow Fund and (b) 55% of such amount shall be disbursed in the form of a number of Escrowed Shares (rounded to the nearest whole share) equal to (i) 55% of the amount of such claim divided by (ii) the IPO Price (subject to appropriate adjustment after the ---------- Closing Date for any stock split or stock dividend with respect to Monroe Common Stock, or any combination or reclassification of the Monroe Common Stock into a greater or smaller number of shares), as certified by Monroe (the "Escrow Payout"); provided, however, that each Minority ▇▇▇▇▇▇ Stockholder may elect to -------- ------- pay its respective portion of such indemnification claim, in accordance with its respective Proportionate Interest, in cash in lieu of Escrowed Shares (each, an "Electing Stockholder"). In the event of any such election, Monroe and the Stockholder Representative shall provide joint written notice and instructions to the Escrow Agent to deliver to each Electing Stockholder a number of Escrowed Shares (rounded to the nearest whole share) equal to (A) the amount of the cash payment that was made by such Electing Stockholder in respect of such claim divided by (B) the IPO Price (subject to appropriate adjustment after the ---------- Closing Date for any stock split or stock dividend with respect to Monroe Common Stock, or any combination or reclassification of the Monroe Common Stock into a greater or smaller number of shares), as certified by Monroe. Notwithstanding the foregoing, if the Escrow Agent receives written notice from the Stockholder Representative prior to such thirtieth (30th) day that a dispute exists with respect to such indemnification claim (a "Dis...

Indemnification Claim. Section 12.1(a) Indemnitee............................................Section 12.1(b) -6- 14

Indemnification Claim. If at any time, or from time to time, on --------------------- or before the first (1st) anniversary of the Closing Date, as defined in the Purchase Agreement (the "Termination Date"), Buyer delivers to the Escrow Agent written notice (an "Indemnification Notice") and a copy thereof to the Stockholders' Representative pursuant to Section 4.1 hereof asserting that Buyer is entitled to indemnification under Section 10 of the Purchase Agreement, which Indemnification Notice shall state the basis and amount of such indemnification claim, then the Escrow Agent shall disburse to Buyer from the Escrow Fund, on the thirtieth (30th) day following receipt by the Escrow Agent of the Indemnification Notice, an amount equal to the value of such claim (the "Escrow Payout"). Notwithstanding the foregoing, if the Escrow Agent receives written notice from the Stockholders' Representative prior to such thirtieth (30th) day that a dispute exists with respect to such indemnification claim (a "Dispute Notice"), which Dispute Notice shall state the basis of such dispute and the portion of the Escrow Payout, if any, as to which no dispute exists, the Escrow Agent shall continue to hold the Escrow Payout that is in dispute (but shall disburse to Buyer the portion of the Escrow Payout as to which no dispute exists) until directed otherwise pursuant to Section 3.4 hereof.