Claim for Indemnification Sample Clauses

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT Indemnitee or a Licensor Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does not relieve the Indemnifying Party of its indemnification obligations under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing or that any Intellectual Property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have sett...
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Claim for Indemnification. Any party seeking indemnification under the provisions of this Agreement, within ninety (90) days of the time it discovers that it has a claim against another party (“Inter-Party Claim”) or promptly upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it which relates to this Agreement (“Third-Party Claim”), shall give written notice of such claim, or the commencement of such action, to the party from whom indemnification will be sought hereunder.
Claim for Indemnification. Whenever any claim shall arise for indemnification under Section 12.5, the Maxygen Indemnitees or Astellas Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for the claim. The Indemnifying Party shall promptly assume, and have the right to control, the defense and settlement thereof at its own expense. The Indemnified Party shall not settle or compromise any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event shall either the Indemnified Party or Indemnifying Party settle any claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party, or result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable. The provisions of this Article 12 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party and shall not be shared by the Parties pursuant to this Agreement, including the Financial Exhibit.
Claim for Indemnification. Whenever any claim shall arise for indemnification under this Article 8, the Party entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party from which it is seeking indemnification (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for the claim. The Indemnifying Party may, upon notice to the Indemnified Party, assume defense thereof at its own expense. The Indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall Indemnifying Party settle any claim without the prior consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money that would bind or impair the Indemnified Party.
Claim for Indemnification. No claim for Indemnification will be valid unless made on or prior to one year after the Effective Time, after which date the Principals' obligations to indemnify shall terminate with respect to any claim except those which were specifically identified in a written notice given to the Principals specifying in reasonable detail the claim and basis for Indemnification prior to one year after the Effective Time.
Claim for Indemnification. Any claim for indemnification must be made by a written notice to the party against whom indemnification is sought. Such notice shall specify in reasonable detail the particulars of the claim 29 33 for indemnity and the basis upon which indemnity is claimed. Any claim for indemnification by S1 shall be paid first by means of the release of a number of the Escrow Shares from escrow to S1, in accordance with the provisions of the Escrow Agreement. Once all of the Escrow Shares have been released from escrow, any additional claim for indemnification by S1 shall be paid by the Q-Up Shareholders in cash or, at the sole discretion of the Q-Up Shareholders, in shares of S1 Common Stock based upon the Fair Value (as defined below) per share of S1 Common Stock as of such date; provided that the aggregate indemnification amount provided by the Q-Up Shareholders hereunder shall not exceed 50% of the Fair Value as of the Closing Date of such number of shares of S1 Common Stock computed as follows (x) the total number of shares of S1 Common Stock received by the Q-Up Shareholders pursuant to Article I hereto minus (y) any shares of S1 Common Stock sold by the Q-Up Shareholders pursuant to any applicable registration statement filed hereunder. Notwithstanding anything in this Agreement to the contrary, (i) the indemnification amount provided hereunder by the shareholders of Q-Up who do not constitute the Q-Up Shareholders shall be limited to each holder's respective portion of the Escrow Shares, and (ii) the parties shall not be entitled to indemnification payments until the aggregate amount of Damages for which the party would otherwise be entitled to receive such payments exceeds $100,000; provided, however, the parties shall be entitled to indemnification for all Damages based upon a claim of fraud without regard to such aggregate amount. The "FAIR VALUE" per share of S1 Common Stock, as may be determined from time to time, shall equal the average closing asking price per share for S1 Common Stock for the three previous trading days on which shares of S1 Common Stock are actually traded (as reported on the Nasdaq Stock Market National Market System, or such other national securities exchange on which such shares are then traded).
Claim for Indemnification. In the event that a party or parties hereto shall claim that they are entitled to be indemnified pursuant to the terms of Sections 12.2 or 12.3 hereof, such party or parties (collectively the “Claiming Party”) shall so notify the other party or parties (collectively the “Indemnifying Party”) in writing of such claim. Such notice shall specify the representation, warranty or agreement claimed by the Claiming Party to have been breached by the Indemnifying Party and the liability, loss, cost or expense incurred by, or imposed upon, the Claiming Party on account thereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such claim is liquidated and the claim is finally determined.
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Claim for Indemnification. Sellers shall be given prompt written notice of each claim for indemnification under this Section 14, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. Sellers’ Representative and Purchaser shall instruct the Escrow Agent to pay to either the Company, Purchaser or NAVTEQ from the Escrow Amount an amount equal to any payment entitled to be received under Section 14.1, 14.2 or 14.4; provided that Purchaser or NAVTEQ may retain all or any portion of the Deferred Payment to satisfy any claim for indemnification under Section 14.1(h). If the Escrow Amount and/or the Deferred Payment are not sufficient to satisfy Certain Sellers’ or Sellers’ indemnification obligations set forth above, as the case may be, Certain Sellers or Sellers, as the case may be, shall remain liable for the deficiency. Certain Sellers or Sellers, as the case may be, shall be given prompt notice of and a reasonable opportunity to defend any claim against Purchaser, NAVTEQ or the Company by a third party which might result in a claim for indemnification under this Section 14. The Company, Purchaser and NAVTEQ agree to cooperate and make available to Sellers all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Sellers’ defense against any such claim.
Claim for Indemnification. Purchaser shall be given prompt written notice of each claim for indemnification under this Section 15, stating the basis for the claim and the amount thereof, to the extent that such amount has been determined at the time when such notice is given. Purchaser shall be given prompt notice of and a reasonable opportunity to defend any claim against Sellers by a third party which might result in a claim for indemnification under this Section 15. Sellers agree to cooperate and make available to Purchaser all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with Purchaser’s defense against any such claim.
Claim for Indemnification. If a party has reasonable grounds to believe that it may incur or suffer any Damages, such party shall promptly provide written notice (a "Notice of Claim") of the intention of such party to seek indemnification to the potential indemnifying party of the intention of such indemnified party to seek indemnification, the specific basis of the claim for indemnification and the amount for which indemnification is sought (the "Indemnification Amount"), if known. The relevant parties shall thereafter attempt to resolve any disputes with respect to either the right to indemnification or the Indemnification Amount in accordance with the applicable provisions of this Agreement. If any action at law or suit in equity is instituted by a third party with respect to which any party intends to claim any liability or expense as Damages under Section 7.2(a), such party shall promptly notify the indemnifying party in writing of such action or suit.
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