DEFERRAL OF INDEMNIFICATION Sample Clauses

DEFERRAL OF INDEMNIFICATION. If Enbridge shall have requested Management to contest such claim as above provided and shall have duly complied and remains in compliance with all the terms of this Section 5, Enbridge's liability for indemnification shall be deferred (as provided in Section 3) until a Final Determination of the liability of Management. At such time, Enbridge shall become obligated for the payment of any indemnification hereunder resulting from the outcome of such contest, and, to the extent funds were advanced by Enbridge pursuant to Section 5(d), Management shall become obligated to refund to Enbridge any amount received as a refund by Management or credited to Management and fairly attributable to advances by Enbridge, net of any Taxes attributable to the receipt of such refund or credit. Within 15 Business Days following such Final Determination, any amounts due hereunder shall be paid first by set off against each other and then either:
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DEFERRAL OF INDEMNIFICATION. If KMI shall have requested Management to contest such claim as above provided and shall have duly complied and remains in compliance with all the terms of this Section 7, KMI's liability for indemnification shall be deferred (as provided in Section 3) until a Final Determination of the liability of Management. At such time, KMI shall become obligated for the payment of any indemnification hereunder resulting from the outcome of such contest, and, to the extent funds were advanced by KMI pursuant to Section 7(d) hereof, Management shall become obligated to refund to KMI any amount received as a refund by Management or credited to Management and fairly attributable to advances by KMI, net of any Taxes attributable to the receipt of such refund or credit. Within 15 Business Days following such Final Determination, any amounts due hereunder shall be paid first by set off against each other and then either:
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DEFERRAL OF INDEMNIFICATION. If Enbridge shall have requested Management to contest such claim as above provided and shall have duly complied and remains in compliance with all the terms of this Section 5, Enbridge's liability for indemnification shall be deferred (as provided in Section 3) until a Final Determination of the liability of Management. At such time, Enbridge shall become obligated for the payment of any indemnification hereunder resulting from the outcome of such contest, and, to the extent funds were advanced by Enbridge pursuant to Section 5(d), Management shall become obligated to refund to Enbridge any amount received as a refund by Management or credited to Management and fairly attributable to advances by Enbridge, net of any Taxes attributable to the receipt of such refund or credit. Within 15 Business Days following such Final Determination, any amounts due hereunder shall be paid first by set off against each other and then either: (1) Enbridge shall pay to Management any excess of the full amount due hereunder over the amount of any advances previously made by Enbridge and applied against its indemnity obligation as aforesaid; or (2) Management shall repay to Enbridge any excess of such advances, net of any Taxes attributable to Management's receipt of such refund or credit, over such full amount due hereunder, together with any interest received from the IRS or other taxing authority by Management that is properly attributable to such advances during the period such advances were outstanding and that is in excess of the amount of any Taxes attributable to Management's receipt or accrual of such interest. (g)
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Related to DEFERRAL OF INDEMNIFICATION

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Scope of Indemnification The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Notice of Indemnification Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article VII or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article VII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Survival of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

  • Tax Treatment of Indemnification For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwise.

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Payment of Indemnification If, in regard to any Losses:

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