Terms and Conditions of Indemnification Clause Samples

Terms and Conditions of Indemnification. The respective obligations and liabilities of the Company and Stone (each, an "indemnifying party") to indemnify pursuant to this Paragraph 11 shall be subject to the following terms and conditions: (i) The party seeking to be indemnified (the "Indemnified Party") shall give the indemnifying party prompt written notice of any such claim. The Indemnified Party's failure to give prompt notice, however, shall not serve to eliminate or limit the Indemnified Party's right to indemnification hereunder except to the extent such failure materially prejudices the rights of the indemnifying party. (ii) Promptly after receipt by an Indemnified Party of notice of the commencement of such action, suit, or proceeding for which such Indemnified Party is entitled to indemnification under this Paragraph 11, such Indemnified Party will notify the indemnifying party of the commencement thereof in writing; but the failure to so notify the indemnifying party (i) will not relieve it from any liability under paragraphs (a) or (b) above except to the extent such indemnifying party has been materially prejudiced by such failure (including, without limitation, that such failure results in the forfeiture by the indemnifying party of substantial rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any obligations to any Indemnified Party other than the indemnification obligation provided in Subparagraphs 11(a) and (b) above. In case any such action is brought against any Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if (A) the indemnifying party has failed to assume the defense thereof and employ such counsel or (B) the named parties to any such action (including any impleaded parties) include both the indemnifying party and the Indemnified Party and the indemnifying party and the Indemnified Party shall have been advised by counsel that representation of such indemnifying party and such Indemnified Party by the same counsel would be inappropriate under applicable standards of professional conduct due to differing interests between them, then, in each such case, the indemnifying party shall not have the right to direct the defense o...
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Terms and Conditions of Indemnification. The respective obligations and liabilities of Sellers and of Buyer to indemnify pursuant to this Article IX shall be subject to the following terms and conditions: (a) The party seeking indemnification (the "Claimant") must give the other party or parties, as the case may be (the "Indemnitor"), written notice of any such claim promptly. The Claimant's failure to give prompt notice, however, shall not serve to eliminate or limit the Claimant's right to indemnification hereunder except to the extent such failure prejudices the rights of the Indemnitor. (b) The respective obligations and liabilities of Sellers and of Buyer to indemnify pursuant to this Article IX in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim. (ii) In the event that the Indemnitor shall elect not to undertake such defense, or within a reasonable time after notice of any such claim from the Claimant shall fail to defend, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor. (iii) Notwithstanding anything in this Section 9.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such claim, and (C) in the event that the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall c...
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Terms and Conditions of Indemnification. The respective indemnification obligations of the Company and the Investors (each an "Indemnifying Party") under this Section 6 shall be subject to the
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Terms and Conditions of Indemnification. The obligations and liabilities of ▇▇▇▇▇▇▇▇▇ with respect to claims for CSI's Damages and the obligations and liabilities of CSI with respect to claims for ▇▇▇▇▇▇▇▇▇'▇ Damages resulting in either case from the assertion of liability by third parties ("Third Party Claims"), are subject to compliance by Claimant with the following terms and conditions: a. Claimant will give Indemnitor prompt notice of any Third Party Claim asserted against or imposed upon or incurred by Claimant, and indemnitor will undertake the defense of that claim by representatives of its own choosing. b. In the event that Indemnitor, within a reasonable time, not to exceed thirty (30) days, after notice of any such Third Party Claim, fails to defend, Claimant will (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of Indemnitor, subject to the right of Indemnitor to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof. c. Anything herein to the contrary notwithstanding: (1) If there is a reasonable probability that a Third Party Claim may materially and adversely affect Claimant or any Affiliate of Claimant (other than as a result of the payment of money damages). Claimant will have the right to defend such Third Party Claim, or to compromise or settle such Third Party Claim for the account of Indemnitor with the prior written consent of Indemnitor, which consent will not be unreasonably withheld, and (2) No Indemnitor will, without Claimant's written consent, settle or compromise any Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the third party claimant or the plaintiff of Claimant from all further liability in respect of such Third Party Claim.
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Terms and Conditions of Indemnification. The obligations and liabilities of any party to indemnify any other party under this Section 11 shall be subject to the following terms and conditions:
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Terms and Conditions of Indemnification. All claims for indemnification by any Indemnified Party under this Agreement will be asserted and resolved as follows: Third Party Claim
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Terms and Conditions of Indemnification. The obligations and liabilities of ▇▇▇▇▇▇▇▇▇ with respect to claims for CSI's Damages and the obligations and liabilities of CSI with respect to claims for ▇▇▇▇▇▇▇▇▇'▇ Damages resulting in either case from the assertion of liability by third parties ("Third Party Claims"), are subject to compliance by Claimant with the following terms and conditions: a. Claimant will give Indemnitor prompt notice of any Third Party Claim asserted against or imposed upon or incurred by Claimant, and indemnitor will undertake the defense of that claim by representatives of its own choosing. b. In the event that Indemnitor, within a reasonable time, not to exceed thirty (30) days, after notice of any such Third Party Claim, fails to defend, Claimant will (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of Indemnitor, subject to the right of Indemnitor to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof. c. Anything herein to the contrary notwithstanding: (1) If there is a reasonable probability that a Third Party Claim may materially and adversely affect Claimant or any Affiliate of Claimant (other than as a result of the payment of money damages). Claimant will have the right to defend such Third Party Claim, or to compromise or settle such Third Party Claim for the account of Indemnitor with the prior written consent of Indemnitor, which consent will not be unreasonably withheld, and (2) No Indemnitor will, without Claimant's written consent, settle or compromise any Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the third party claimant or the plaintiff of Claimant from all further liability in respect of such Third Party Claim.
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Related to Terms and Conditions of Indemnification

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Within 20 days (or such earlier time as might be required to avoid prejudicing the indemnifying party's position including the entry of a default judgment) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a third party, the party to be indemnified shall give the indemnifying party written notice thereof together with a copy of such claim, process or other legal pleading, and the indemnifying party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own expense; provided, however, that the party to be indemnified may participate in the defense with counsel of its own choice and at its own expense. (b) In the event that the indemnifying party, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party and at the indemnifying party's expense, subject to the right of the indemnifying party to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 6.03 to the contrary notwithstanding, the indemnifying party shall not settle any claim without the consent of the party to be indemnified unless such settlement involves only the payment of money and the claimant provides to the party to be indemnified a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the indemnifying party shall not settle the claim without the prior consent of the party to be indemnified, which consent shall not be unreasonably withheld. (d) The party to be indemnified and the indemnifying party will each cooperate with all reasonable requests of the other.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Additional Indemnification Provisions (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.