Additional Rules and Procedures Sample Clauses
Additional Rules and Procedures. The obligation of an Indemnifying Party to indemnify pursuant to this Article 8 shall also be subject to the following:
(a) an Indemnified Party shall be entitled to make a claim for indemnification pursuant to Section 8.1 or 8.2, as applicable, only if written notice containing reasonable particulars of such claim is delivered to the Indemnifying Party within the applicable time period provided for in Sections 5.1 or 5.2, as applicable;
(b) the Indemnified Party shall not settle or compromise any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). A failure by the Indemnifying Party to respond in writing to a written request by the Indemnified Party for consent for a period of ten days or more, shall be deemed a consent by the Indemnifying Party to such request;
(c) the Parties acknowledge that the provisions of this Agreement relating to the period of time during which representations, warranties, covenants and agreements, including the obligation to indemnify, remain in effect are a fundamental term of this Agreement and the Parties waive the benefit of any applicable Law which may affect the enforceability of such provisions;
(d) an Indemnifying Party will have no liability to indemnify in respect of Damages resulting from a single claim or set of related claims, until the aggregate of all Damages exceeds $250,000, following which the Indemnified Parties shall be entitled to indemnification for all Damages including such amount;
(e) except as expressly provided in the last paragraph of Section 8.1 with respect to Damages for which the Seller may be liable in respect of any Claims described under paragraphs (d) and (e) of Section 8.1, the aggregate Damages payable by the Seller (for greater certainty, together with its Affiliates) pursuant to this Article 8 shall be the aggregate cash Purchase Price actually received by the Seller in accordance with Section 2.2(a) or (as the case may be) Section 2.6(a) or (b), provided that any amounts yet owing to the Seller by the Purchaser of the Purchase Price under Section 2.2(a) or (as the case may be) Section 2.6(a) can be taken by the Purchaser as a credit against future payments of the Purchase Price until the total Purchase Price has been reached;
(f) from and after the Closing Date, the provisions of this Article 8 shall be the sole and exclusive remedy for monetary Damages arising out of or resulting from breach of a...
Additional Rules and Procedures. To the extent that the rules and procedures for the conduct of a meeting of the Partners are not prescribed in this Agreement, the rules and procedures will be determined by the General Partner.
Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnitee may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.
(b) The Indemnitee and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an officer who shall keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Additional Rules and Procedures. To the extent that the rules and procedures for the conduct of a meeting of the Limited Partners are not prescribed in this Agreement, the rules and procedures will be determined by the chairman of the meeting.
Additional Rules and Procedures. The Panel may adopt such rules and procedures as it deems necessary and appropriate for the discharge of its duties under the STATE Fee Payment Agreement and this Protocol, subject to the terms of the STATE Fee Payment Agreement and this Protocol.
Additional Rules and Procedures. To the extent that the rules and procedures for the conduct of a meeting of the Limited Partners are not prescribed in this Agreement, the rules and procedures will be determined by the Partnership GP, including without limitation, and for certainty, any procedures determined by the Partnership GP to be reasonably necessary to allow for the orderly conduct of a meeting of Limited Partners held in accordance with Section 12.27 hereof.
Additional Rules and Procedures. If any Third Party Claim is of a nature such that YC is required by Applicable Law to make a payment to any Person with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, YC may make such payment and the Vendor shall, forthwith after demand by YC, reimburse YC for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Vendor to YC, YC shall, forthwith after receipt of the difference from the third Person, pay such difference to the Vendor. YC and the Vendor shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with legal counsel at all reasonable times.
Additional Rules and Procedures. The obligations of the Vendor to indemnify the Purchaser in respect of Claims shall also be subject to the following :
Additional Rules and Procedures. Notwithstanding any other provision of this Agreement, the obligation of the Vendor to indemnify an Indemnified Party shall be subject to the following:
6.4.1. Any Claim arising as a result of a breach of a representation or warranty contained in this Agreement shall be made not later than the date on which, pursuant to section 3.4. such representation or warranty terminated.
6.4.2. The Vendor's obligation to indemnify the Indemnified Party shall apply only to the extent that the Claims of one or more Indemnified Parties, including the Claim in question, exceed $1,000,000 in the aggregate; provided that this limitation shall not apply to the Claims referred to in sections 6.1.3, 6.1.4 or 6.1.5 in respect of which Claims the Vendor shall have an absolute obligation to indemnify in accordance with such sections and any such Claims shall not be treated as Claims in calculating the aggregate amount of Claims for the purposes of this section 6.4.2.
6.4.3. In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Vendor shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment, subject to the limitation in section 6.4.
Additional Rules and Procedures. The obligation of the Jasc Stockholders to indemnify the Corel Indemnified Parties in respect of Claims will also be subject to the following:
6.4.1 Any Claim arising as a result of a breach of a representation or warranty contained in sections 3.1 or 3.2 will be made not later than the date on which, pursuant to section 3.6, that representation or warranty terminated.