Procedures with Respect to Indemnity Claims Clause Samples

The "Procedures with Respect to Indemnity Claims" clause outlines the steps that parties must follow when making or responding to a claim for indemnification under a contract. Typically, this clause specifies requirements such as timely written notice of the claim, the process for investigating and defending against the claim, and the rights of the indemnifying party to participate in or control the defense. By establishing a clear process, this clause helps ensure that both parties are aware of their obligations and can respond efficiently to potential liabilities, thereby reducing disputes and misunderstandings related to indemnity claims.
Procedures with Respect to Indemnity Claims. 4.1 If Parent intends to assert a claim against the Escrow Fund on behalf of any Parent Indemnified Person pursuant to Section 8.2 of the Merger Agreement, subject to the limitations set forth in Section 8.1 and Section 8.2 of the Merger Agreement (including the provisions of Section 8.2(d) of the Merger Agreement), Parent shall deliver a written notice (a “Notice of Loss”) to the Escrow Agent (with a concurrent copy to APSLP). Each Notice of Loss shall specify in reasonable detail, to the extent then known, the basis of such claim and such Parent Indemnified Person’s good faith estimate of the aggregate amount of its Losses. 4.2 If, by 5:00 p.m. Pacific Time thirty (30) days after receipt by the Escrow Agent (with a concurrent copy to APSLP) of a Notice of Loss (the “Objection Period”), the Escrow Agent (with a concurrent copy to Parent) has not received a written notice from APSLP (an “Objection Notice”) disputing the right of Parent to indemnification or the amount of indemnification sought in such Notice of Loss, then Parent shall deliver written notice to the Escrow Agent (with a concurrent copy to APSLP) setting forth the Fair Market Value of Parent Common Stock as of the expiration of the Objection Period and the number of Escrow Shares to be delivered to Parent in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement and, subject to Sections 4.5 and 5, the Escrow Agent shall, unless by 5:00 p.m. Pacific Time five (5) Business Days after receipt by the Escrow Agent of such written notice (the “Methodology Objection Period”) the Escrow Agent (with a concurrent copy to Parent) has received written notice (a “Methodology Objection Notice”) from APSLP disputing the methodology pursuant to which Parent determined the Fair Market Value of such Parent Common Stock, deliver to Parent from the Escrow Fund the number of Escrow Shares specified in such Notice of Loss. 4.3 If, during the Objection Period, the Escrow Agent and Parent receive an Objection Notice, then: (a) with respect to the aggregate amount (if any) of Losses set forth in the applicable Notice of Loss that are not in dispute, Parent shall deliver a written notice to the Escrow Agent (with a concurrent copy to APSLP) setting forth the Fair Market Value of Parent Common Stock as of the date of such Objection Notice and the number of Escrow Shares to be delivered to Parent in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement and, subj...
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Procedures with Respect to Indemnity Claims 
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Related to Procedures with Respect to Indemnity Claims

  • Other Agreements with Respect to Indemnification The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification.

  • Other Agreements with Respect to Indemnification and Contribution The provisions of this Section 10 hereof shall not affect any agreements among the Fund and the Manager with respect to indemnification of each other or contribution between themselves.

  • Procedures Related to Indemnification In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • Indemnification Procedures for Non-Third Party Claims In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).