Indemnification Claim. Upon obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification ("Indemnitee") shall promptly give written notice ("Notice of Claim") of such claim or demand to the party or parties it is seeking indemnification from ("Indemnitor"). Indemnitee shall furnish to the Indemnitor in reasonable detail such information as Indemnitee may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 11.1 hereof, no failure or delay by Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of Indemnitor to indemnify and hold Indemnitee harmless, except to the extent that such failure or delay shall have materially adversely affected Indemnitor's ability to defend against, settle or satisfy any Liability, damage, loss, claim or demand for which Indemnitee is entitled to indemnification hereunder.
Indemnification Claim. A Claim may be asserted by any Purchaser Indemnitee or Seller Indemnitee, as the case may be, by delivery to the indemnifying party of a written notice of such Claim setting forth (i) the name of such Seller Indemnitee or Purchaser Indemnitee, as applicable, (ii) the specific representation, warranty covenant, agreement or obligation alleged to have been breached by such Seller Indemnitee, as applicable, and (iii) a calculation setting forth the amount of such Claim (or if not ascertainable, a reasonable good faith estimate of the maximum amount thereof).
Indemnification Claim. A Claim may be asserted by any Purchasers Indemnitee in accordance with the terms, conditions and procedures set forth in the Escrow Agreement. A Claim may be asserted by any Sellers Indemnitee by delivery to CharterMac and Purchasers of a written notice of such Claim setting forth (i) the name of such Sellers Indemnitee, (ii) the specific representation, warranty or agreement alleged to have been breached by such Sellers Indemnitee, (iii) a reasonably detailed description of the facts and circumstances giving rise to the alleged breach and (iv) a calculation setting forth the amount of such Claim (or if not ascertainable, a reasonable good faith estimate of the maximum amount thereof).
Indemnification Claim. If, at the conclusion of an action, either party believes it is entitled to contribution or indemnification under the provisions above, such party shall give the other written notice of its claim for contribution or indemnification (the "Indemnification Claim"). The party who receives the Indemnification Claim shall have thirty (30) business days in which to respond. In the event the parties cannot agree on the validity or amount of the Indemnification Claim, then the parties shall submit their dispute to confidential mediation, in accordance with Section 16.17. Neither party may assert the statute of limitations as a defense to the claim for contribution or indemnification unless the limitations period had already expired and would have barred the underlying action against that party at the time the underlying action was filed.
Indemnification Claim. To the knowledge of Security, there is no event, action or omission by or with respect to any director, officer, employee, trustee, agent or other person who may be entitled to receive indemnification or reimbursement, claim, loss or expense under agreement, contract or arrangement providing corporate indemnification or reimbursement of any such person.
Indemnification Claim. A claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim” If the Indemnitee intends to claim indemnification under this ARTICLE 9, the Indemnitee shall notify Indemnitor in writing, promptly upon becoming aware of an Indemnification Claim, describing in reasonable detail the facts giving rise to the Indemnification Claim; provided, that an Indemnification Claim in respect of any action at law or suit in equity by or against a Third Party as to which indemnification shall be sought shall be given promptly after the action or suit is commenced (provided that the Indemnitee is aware of such commencement); and provided further, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice.
Indemnification Claim. Section 12.1(a) Indemnitee............................................Section 12.1(b) -6- 14
Indemnification Claim. If at any time, or from time to time, on --------------------- or before the later of (i) the first (lst) anniversary of the Closing Date and (ii) the date on which the Escrow Agent receives from Monroe or the Stockholder Representative a certificate certifying that full and final settlements with the IRS and the DOR of all matters relating to the Audits have been reached (such later date, the "Termination Date"), Monroe delivers to the Escrow Agent written notice (an "Indemnification Notice") and a copy thereof pursuant to Section 4.1 hereof asserting that Monroe is entitled to indemnification under Section 10 of the Purchase Agreement, which Indemnification Notice shall state the basis and amount of such indemnification claim, then the Escrow Agent shall disburse to Monroe, on the thirtieth (30th) day following receipt by the Escrow Agent of the Indemnification Notice, a number of the Escrowed Shares equal to (a) the amount of such claim divided by (b) the IPO Price (subject to appropriate adjustment after the Closing Date for any stock split or stock dividend with respect to Monroe Common Stock, or any combination or reclassification of the Monroe Common Stock into a greater or smaller number of shares), as certified by Monroe; provided, however, that each Stockholder may elect to pay its respective portion ----------------- of such indemnification claim, in accordance with its respective Proportionate Interest, in cash in lieu of Escrowed Shares (each, an "Electing Stockholder"). In the event of any such election, Monroe and the Stockholder Representative shall provide joint written notice and instructions to the Escrow Agent to deliver to each Electing Stockholder a number of the Escrowed Shares, equal to (x) the amount of the cash payment that was made by such Electing Stockholder in respect of such claim divided by (y) the IPO Price (subject to appropriate adjustment after the Closing Date for any stock split or stock dividend with respect to Monroe Common Stock, or any combination or reclassification of the Monroe Common Stock into a greater or smaller number of shares), as certified by Monroe (the "Cash Option"). Notwithstanding the foregoing, if the Escrow Agent receives written notice from the Stockholder Representative prior to such thirtieth (30th) day that a dispute exists with respect to such indemnification claim (a "Dispute Notice"), which Dispute Notice shall state the basis of such dispute and the number of Escrowed Shares, if any, as to...
Indemnification Claim. If at any time, or from time to time, on --------------------- or before the earlier of (i) the first (lst) anniversary of the Closing Date and (ii) the date of issuance of the first audited financial statements of Mac-Gray for the fiscal year ended December 31, 1998 (such earlier date, the "Termination Date"), Mac-Gray delivers to the Escrow Agent written notice (an "Indemnification Notice") or a Contingent Claim Notice (as defined in Section 10.3(b) of the Merger Agreement) and copies thereof pursuant to Section 4.1 hereof asserting that Mac-Gray is entitled to indemnification under Section 10 of the Merger Agreement, which Indemnification Notice or Contingent Claim Notice, as the case may be, shall state the basis and amount of such indemnification claim, then the Escrow Agent shall disburse to Mac-Gray, on the thirtieth (30th) day following receipt by the Escrow Agent of the Indemnification Notice or the Contingent Claim Notice, as the case may be, a number of the Escrowed Shares equal in value to the amount of such claim (calculated in accordance with Section 3.7 hereof); provided, however, that if ----------------- the Escrow Agent receives written notice from either the Stockholder Representative or GECC prior to such thirtieth (30th) day that a dispute exists with respect to such indemnification claim (a "Dispute Notice"), which Dispute Notice shall state the basis of such dispute and the number of Escrowed Shares, if any, as to which no dispute exists, the Escrow Agent shall continue to hold the Escrowed Shares that are in dispute (but shall disburse to Mac-Gray the number of Escrowed Shares as to which no dispute exists) until directed otherwise pursuant to Section 3.3 hereof. GECC, Mac-Gray and the Stockholder Representative shall deliver a joint written notice to the Escrow Agent setting forth the Termination Date.
Indemnification Claim. 9.2(d) Indemnifying Party.................................................................. 9.2(d) Insurance Policies.................................................................. 4.18
