Indemnification Claim Procedure Sample Clauses
The Indemnification Claim Procedure clause outlines the steps that must be followed when one party seeks compensation from another for losses or damages covered by an indemnity agreement. Typically, this clause requires the party seeking indemnification to promptly notify the other party of the claim, provide relevant documentation, and allow the indemnifying party to participate in or control the defense or settlement of the claim. Its core practical function is to ensure a clear, orderly process for handling indemnity claims, minimizing disputes and ensuring both parties understand their rights and obligations in the event of a claim.
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Indemnification Claim Procedure. (i) Any Indemnified Party shall promptly notify the Party or Parties alleged to be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third party (a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of the Claim; provided, however, that delay in providing such notice shall not release the Indemnifying Party from any of its obligations under Section 13(a) or Section 13(b), except to the extent (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Claim.
(ii) The Indemnifying Party may assume and control the defense of any Third Party Claim with counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party by accepting its obligation to defend in writing and agreeing to pay defense costs (including reasonable out-of-pocket attorney’s fees and expenses) within 30 days of receiving notice of the Third Party Claim. If the Indemnifying Party declines, fails to respond to the notice, or fails to assume defense of the Third Party Claim within such 30-day period, then the Indemnified Party may control the defense and the Indemnifying Party shall pay all reasonable out-of-pocket defense costs as incurred by the Indemnified Party. The Party that is not controlling the defense of the Third Party Claim shall have the right to participate in the defense and to retain separate counsel at its own expense. The Party that is controlling the defense shall use reasonable efforts to inform the other Party about the status of the defense. The Parties shall cooperate in good faith in the defense of any Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable out-of-pocket fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entit...
Indemnification Claim Procedure. 31 9.7 Exclusive Remedy ............................................................................................................ 37 9.8 Exercise of Remedies Other Than by Purchaser ............................................................... 37 9.9 Recoveries ......................................................................................................................... 37
Indemnification Claim Procedure. If an ATDH Party learns of any matter that it believes will entitle the ATDH Party to indemnification from the Shareholders under this Article VII, the ATDH Party shall provide to the Shareholders notice describing the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation, to the extent reasonably estimable, the estimated Losses resulting therefrom, and reasonable supporting documentation (a “Notice of Claim”). The Shareholders shall have twenty (20) Business Days after its receipt of the Notice of Claim to respond to the claim(s) described therein. Such response shall set forth, in reasonable detail, the Shareholders’ objection(s) to the claim(s), its bases for such objection(s) and reasonable documentation supporting its objection(s). If the Shareholders fail to provide such a response with such time period, the Shareholders will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Shareholders provide such a response within such time period, the ATDH Party and the Shareholders shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than twenty (20) Business Days after the response is provided. If the Shareholders and the ATDH Party are unable to resolve any such claim(s) within such time period, the ATDH Party shall be entitled to pursue any legal remedies available to the ATDH Party against the Shareholders with respect to the unresolved claim(s), subject to the other provisions of this Article VII, to the extent applicable.
Indemnification Claim Procedure. Any claim for indemnification, compensation or reimbursement pursuant to this Section 11 (whether or not related to a claim or Legal Proceeding asserted or commenced by a third party) shall be brought and resolved exclusively as follows (and, at the option of any Indemnitee, any claim based upon Fraud may be brought and resolved as follows):
Indemnification Claim Procedure. Any claim for indemnification or reimbursement pursuant to this Article X (whether or not related to a claim or Legal Proceeding asserted or commenced by a third party) shall be brought and resolved exclusively as follows:
Indemnification Claim Procedure. Subject to Section 10.9(b), any claim for indemnification, compensation or reimbursement pursuant to this Section 9 (whether or not related to a claim or Legal Proceeding asserted or commenced by a third party) shall be brought and resolved exclusively as follows (and, at the option of any Indemnitee, any claim based upon Fraud, intentional misrepresentation or willful misconduct may be brought and resolved as follows):
Indemnification Claim Procedure. Except as provided by Section 6.2(b) with respect to Third-Party Claims, in the event of a claim made by a Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”) of such claim, specifying the nature and grounds of such claim and the amount or estimated amount thereof (which estimate is for informational purposes only and shall not be considered a conclusive determination of the final amount of such claim); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is finally determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article VI, the Indemnifying Party shall, subject to the provisions of Section 6.3, promptly pay (but in any event, within thirty days) such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party.
Indemnification Claim Procedure. Any Indemnified Party shall promptly notify the Party or Parties alleged to be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third party (a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of the Claim; provided, however, that delay in providing such notice shall not release the Indemnifying Party from any of its obligations under Section 13(a) or Section 13(b), except to the extent (and only to the extent) the delay actually and materially prejudices the Indemnifying Party's ability to defend such Claim.
Indemnification Claim Procedure. If any Parent Indemnitee or any Equityholder Indemnitee (hereinafter an “Indemnified Party”) shall claim to have suffered a Loss (other than with respect to any Third Party Claim) for which indemnification is available under Section 10.2, Section 10.4 or Section 10.5, as the case may be (for purposes of this Section 10.6, regardless of whether such Indemnified Party is entitled to receive a payment in respect of such claim by virtue of the provisions of Section 10.3 hereof), the Indemnified Party shall notify the party required to provide indemnification (hereinafter an “Indemnifying Party”) in writing of such claim. Such written notice shall to the extent then practicable describe the facts and circumstances giving rise to such Loss, the basis upon which indemnity is being sought, the amount or estimated amount of the Loss, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party, which shall not limit the Indemnified Party’s rights), and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. Any dispute regarding the Indemnified Party’s entitlement to indemnification in connection with such claim shall be resolved by any legally available means consistent with the provisions of Section 13.8 herein or as otherwise agreed in writing between the Parties.
Indemnification Claim Procedure. 87 11.7 Specified Tax Indemnity Procedures ............................................................................... 92 11.8 No Setoff .......................................................................................................................... 93 11.9 Exercise of Remedies Other Than by Purchaser .............................................................. 93 11.10 Exclusive Remedy ........................................................................................................... 93 12.