Indemnification Dispute Resolution Sample Clauses

Indemnification Dispute Resolution. 12.1 In addition to Manufacturer’s other obligations in this Agreement, if a suit or other proceeding is commenced relating to any aspect of Manufacturer’s work, including any portions of a Vehicle affected by Manufacturer’s work, Manufacturer agrees to hold GM harmless and indemnify GM completely from product liability losses. Each party will retain the right to conduct its own defense to such suit or proceeding.
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Indemnification Dispute Resolution. Contractor shall indemnify, defend and hold harmless NSHE/UNLV, its officers, regents, employees, and agents from and against any and all liabilities, claims, losses, demands, actions, causes of actions, fines, penalties, debts, lawsuits, judgments, costs and/or expenses, arising either directly or indirectly from any act or failure to act by Contractor or any of its officers, employees, agents, or Subcontractors, which may occur during or which may arise out of the performance of this Contract (collectively, “Claim(s)”). NSHE/UNLV will be entitled to employ separate counsel and to participate in the defense of any Claim at its sole discretion and expense. Contractor shall not settle any Claim or threat thereof without the prior written approval of NSHE/UNLV, whose consent shall not be unreasonably withheld, where the settlement would require payment of funds by NSHE/UNLV or admit or attribute to NSHE/UNLV any fault or misconduct. In any and all claims against Owner, or any of their agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under workers’ Compensation Acts, disability benefit acts, or other employee benefit acts. Obligations of the Contractor shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist. This indemnification obligation shall not be diminished or limited in any way to the total limits of insurance required in this Contract or otherwise available to the Contractor or Subcontractors. Claims, disputes, or other matters in controversy arising out of or related to the Contract shall be subject to mediation as a condition precedent to initiation of judicial action. If a demand for mediation is made and the party receiving the demand fails to file for mediation within thirty (30) days, then both parties waive their rights to mediate. Any applicable statutes of limitation or repose, and any time limits imposed by this provision, shall be tolled from the time notice of any claim is given, until 30 days after mediation is concluded or waived in writing. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place...
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Indemnification Dispute Resolution. This Agreement shall be subject to the indemnification obligations set forth in the Separation Agreement pursuant to Sections 6.02(b) and 6.03(b) thereof. Any dispute, controversy or claim arising out of or relating to this Agreement or the validity, interpretation, breach or termination of any provision of this Agreement shall be resolved in accordance with Sections 11.02, 11.03, 11.04 and 11.05 of the Separation Agreement.
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Indemnification Dispute Resolution. (a) Company shall defend, indemnify and hold harmless Investor and its Affiliates and any of their respective directors, managers, members, officers, employees and agents (each a “Investor Indemnified Party”) from and against any and all Losses incurred or suffered by any Investor Indemnified Party arising out of (i) any breach of any representation, warranty, or certification made by Company in any of the Transaction Documents or certificates given by Company in writing pursuant hereto or thereto, or (ii) any breach of or default under any covenant or agreement by Company pursuant to any Transaction Document, including any failure by Company to satisfy any of the Excluded Liabilities and Obligations to the extent that any such Losses are not caused by Investor and subject to indemnification by Investor hereunder; provided, however, that Company shall not be liable for the payment to any Investor Indemnified Party for any portion of such Losses resulting from such Investor Indemnified Party’s gross negligence or willful misconduct. Notwithstanding the foregoing, except to the extent that any Consent is insufficient to allow Investor to receive the Purchased Interest, no Investor Indemnified Party shall be entitled to be indemnified for, or held harmless from, any Losses pursuant to this Section 7.06(a) to the extent such Losses are based on or result from (x) the failure by any Party to obtain a required Consent, or (y) any Consent that is obtained being deficient in any way.
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Indemnification Dispute Resolution. Distributor and DKS shall indemnify and save each other harmless from and against all claims, damages and actions arising out of any of the acts, omissions or breaches of either party, their employees or agents. Any dispute arising between Distributor and DKS in relation to the operation and/or interpretation of this Agreement shall be subject to the provisions of the code of civil procedure (California) and referred to a single arbitrator whose decision shall be binding upon the parties; providing however, that if the parties are unable for a period of fourteen days to agree on a single arbitrator, a panel of arbitrators will be appointed to resolve the dispute.
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Indemnification Dispute Resolution a. In the event a suit or other proceeding is commenced relating to or based upon any aspect of Coachbuilder’s Work, including any portion of a vehicle affected by Coachbuilder’s Work, Coachbuilder agrees to hold Cadillac harmless and indemnify Cadillac completely from Product Liability losses. Each party shall retain the right to conduct its own defense to such suit or proceeding.
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Indemnification Dispute Resolution. Any unresolved dispute, controversy or claim arising out of or relating to the indemnification obligations under this Article X shall be settled by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration shall be San Diego, California. The arbitration shall be conducted by a neutral arbitrator selected by mutual agreement of the parties within fifteen (15) days after either party delivers a written Demand for Arbitration to the other party. If the parties fail to agree within fifteen (15) days on the selection of the arbitrator, an arbitrator shall be promptly appointed by the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction. As part of the award, the arbitrator shall award to the prevailing party all costs of arbitration including, but not limited to, reasonable attorneys' fees. All information resulting from or otherwise pertaining to any such dispute shall be nonpublic and handled by Cell-Matrix, the Stockholders, Buyer and their respective representatives and agents in such a way as to prevent the public disclosure of such information.
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Indemnification Dispute Resolution 
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Related to Indemnification Dispute Resolution

  • Arbitration Dispute Resolution Company and Executive express expressly agree that, except for disputes arising out of alleged violations related to proprietary inventions and confidential information, all disputes arising out of this Agreement shall be resolved by arbitration in accordance with the following provisions. Either party must demand in writing such arbitration within one hundred and twenty (120) days after the controversy arises by sending a notice to arbitrate to both the other party and to the American Arbitration Association (“AAA”). The controversy shall then be arbitrated, pursuant to the rules promulgated by the AAA (the “Rules”), in the state of California. The parties will select by mutual agreement the arbitrator or arbitrators to herein resolve the controversy; provided, however, that, the parties cannot mutually agree as to the arbitrator, then the arbitrator shall be selected by the AAA in accordance with the Rules. The arbitrator’s decision shall be final and binding on the parties and shall bar any suit, action or proceeding instituted in any federal, state or local courts for administrative tribunal. Notwithstanding the preceding sentence, the arbitrator’s judgment may be entered in any court of competent jurisdiction. Disputes arising under the sections for compensation and termination upon compensation may be litigated and injunctive relief sought in any court having jurisdiction over the subject matter of such dispute.

  • Governing Law; Dispute Resolution This Agreement shall be subject to the provisions of Sections 9(a), 9(c), and 9(h) of the Employment Agreement.

  • Third Party Dispute Resolution The Consulting Firm shall (i) consider only the items that are then disputed by the parties, (ii) shall be bound by the terms of the Agreement and (iii) shall only make a determination of such disputed matters in favor of the proposal made by the Purchasers or the Sellers (as may be presented by each party to the Consulting Firm in writing, which shall be shared with the other party) and shall not make an independent proposal. The Consulting Firm shall prepare a written determination of any disputed matters and deliver the determination to the Purchasers and the Sellers within fifteen (15) Business Days after the date the Consulting Firm is engaged. Each party shall cooperate fully with the Consulting Firm, including by using reasonable best efforts to provide the information, data and work papers to the extent permitted by applicable Law, so as to enable the Consulting Firm to make a determination of the disputed items as quickly as practicable. The Corrective Action Plan shall be finalized in accordance with the Consulting Firm’s determination of the disputed matters.

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • Dispute Resolution; Governing Law Any litigation or other dispute resolution between You and Apple arising out of or relating to this Agreement, the Apple Software, or Your relationship with Apple will take place in the Northern District of California, and You and Apple hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, except that body of California law concerning conflicts of law. Notwithstanding the foregoing:

  • Dispute Resolution and Arbitration The following procedures shall be used in the resolution of disputes:

  • Informal Dispute Resolution Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner, as follows:

  • Alternate Dispute Resolution In the event of any issue of controversy under this Agreement, the PARTIES may pursue Alternate Dispute Resolution procedures to voluntarily resolve those issues. These procedures may include, but are not limited to, conciliation, facilitation, mediation, and fact finding.

  • Governing Law and Dispute Resolution 15.1 The execution, validity, interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by PRC laws.

  • Dispute Resolution; Arbitration This Agreement evidences a transaction involving interstate commerce. Any disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, at the request of any party, in New York, New York, before one arbitrator designated by the American Arbitration Association (the "AAA"), in accordance with the Commercial Arbitration Rules of the AAA, and to the maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). Notwithstanding anything in this Agreement to the contrary, any party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. An arbitrator shall have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages. To the maximum extent practicable, an arbitration proceeding under this Agreement shall be concluded within 180 days of the filing of the dispute with the AAA. This arbitration clause shall survive any termination, amendment, or expiration of the Agreement and if any provision of this arbitration clause is found to be unenforceable, the remaining parts of the arbitration clause shall not be affected and shall remain fully enforceable.

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