Provisions Regarding Indemnification Sample Clauses
The Provisions Regarding Indemnification clause defines the responsibilities of one party to compensate the other for certain losses, damages, or liabilities that may arise during the course of their agreement. Typically, this clause outlines the specific circumstances under which indemnification applies, such as third-party claims, breaches of contract, or negligence, and may detail the process for making indemnification claims and any limitations or exclusions. Its core practical function is to allocate risk between the parties, ensuring that the party best positioned to prevent or control certain risks bears the financial consequences if those risks materialize.
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in at its own expense, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent and Purchaser shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then:
(i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.
Provisions Regarding Indemnification. If, within the applicable survival period, any third party shall notify any party (the “Indemnified Party”) with respect to any third party claim which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Article 11, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnified Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event any Indemnifying Party notifies the Indemnified Party within 20 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) without the written consent of the Indemnified Party, the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement unless the Indemnifying Party pays all amounts in full and such judgment or settlement includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto.
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify (in accordance with Section 12.6) the indemnifying party (or parties) of any
(i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.
Provisions Regarding Indemnification. 29 7.4. Survival................................................... 29
Provisions Regarding Indemnification. 44 14.5 Tax Consequences............................................ 44 14.6 Exclusive Remedy....
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Article 8. Such notice shall specify facts reasonably known to the indemnified party (or parties) giving rise to such indemnity rights. Unless the indemnifying party (or parties) notifies the indemnified party (or parties), in writing, within ten (10) business days following its receipt of the indemnified party's (or parties') notice that it disputes the right of such indemnified party (or parties) to indemnification hereunder, the indemnified party (or parties) shall be conclusively deemed entitled to indemnification hereunder. Any rights of indemnification established pursuant to the terms of this Article 8 shall promptly thereafter be paid and satisfied by such indemnifying party (or parties). To the extent a dispute exists between such indemnified party (or parties) and the applicable indemnifying party (or parties), such dispute shall be resolved in accordance with Section 14.2 of the Management Agreement.
Provisions Regarding Indemnification. 57 7.4 Survival..................................................................57 7.5 Limitations...............................................................57 7.6 No Recourse Against the Company...........................................58 7.7
Provisions Regarding Indemnification. 25 6.4 Survival.......................................................25 6.5 Limitations....................................................25 ARTICLE VII CONDITIONS TO OBLIGATIONS OF PURCHASER TO CLOSE................26
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 4.1 or 4.2 of this Agreement and provide all pleading and other documentation relating to such claim, demand, action or proceeding, and, if such claim, demand,
(i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. The Representative shall in all events act under this Section 4.3 for each and all of Sellers and Owners, whether as an indemnified party or an indemnifying party pursuant to the authority given to the Representative in Section 5.14 hereof and PRGI and PRGX shall have the right to deal exclusively with the Representative in respect of all matters relating to Sellers and Owners under this Section 4.3.
Provisions Regarding Indemnification