Indemnification Notification Clause Samples

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Indemnification Notification. When any claim for indemnification arises under this Agreement, a Party shall promptly notify the other Party of the claim, and when known, the facts constituting such claim, and the amount or an estimate of the amount of the liability arising therefrom.
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Indemnification Notification. When any of the Buyer Indemnitees or the Stockholder Indemnitees (the “Indemnified Party”) obtains knowledge of any claim or demand which has given rise to a claim for indemnification hereunder, the Indemnified Party shall promptly give written notice of such claim or demand (“Notice of Claim”) to the Stockholders’ Representative on behalf of the Stockholders or the Buyer, as the case may be (each of the Stockholders and the Buyer, an “Indemnifying Party”). The Indemnified Party shall furnish to the Stockholders’ Representative or the Buyer, as the case may be, in reasonable detail such information as the Indemnified Party 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). The failure to promptly notify the Stockholders’ Representative or the Buyer (as the case may be) will not relieve any Indemnifying Party of its obligations hereunder except to the extent that such claim is materially prejudiced as a result thereto.
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Indemnification Notification. 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 Person requesting indemnification (“Indemnitee”) shall give prompt written notice of such claim or demand to the Person from whom indemnification is requested (the “Indemnitor”) (“Notice of Claim”). Indemnitee shall furnish to 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).
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Indemnification Notification. Effective August the Union agrees to notify the Corporation in writing of any revision of the current monthly Union dues and/or general assessments. The Union further agrees to indemnify the Corporation with regard to the check off, collection and remittance of dues and/or general assessments to the Union.
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Indemnification Notification. Upon obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder (including indemnity claims not recoverable because the Threshold has not been met or because said claims are entitled to be paid by the Environmental Risk Policy), the Person who is, or may be, entitled to indemnification under this Agreement ("Indemnitee") shall give written notice of such claim or demand to the Person against whom Indemnitee is, or may be, entitled to indemnification hereunder for said claim or demand ("Indemnitor") (provided notices to Stockholders need only be given to the Representative) ("Notice of Claim"). Indemnitee shall furnish to 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 Sections 9.02(a) or 9.02(b) 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 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.
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Indemnification Notification. The Union agrees to notify the Corporation in writing of any revision of the current monthly Union dues and/or general assessments. The Union further agrees to indemnify the Corporation with regard to the check off, collection and remittance of dues and/or general assessments to the Union.
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Indemnification Notification. Status Change (notification of hiring only) Article 5.1
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Indemnification Notification. Status Change (notification of hiring only)
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Indemnification Notification. (a) Except to the extent arising from Landlord’s or Landlord Parties’ gross negligence or willful misconduct, Tenant shall at all times indemnify Landlord and all Landlord Parties for, defend Landlord and all Landlord Parties against, and save Landlord and all Landlord Parties harmless from, any liability, loss, cost, injury, damage or other expense or risk whatsoever (including reasonable attorneys’ fees) that may be imposed upon or incurred by or asserted against Landlord and/or any of the Landlord Parties by reason of or in connection with: (i) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Premises (or adjoining sidewalks or parking areas, but only to the extent covered by the insurance Tenant is required hereunder to maintain) at any time during the term of this Lease or during the term of Credence Systems Corporation’s prior ownership of the Premises, (ii) the use, misuse, occupancy, possession or unoccupancy of the Premises by, or any other act or omission of, Tenant or any Tenant Party, (iii) the condition of the Premises or any component thereof time during or prior to the term of this Lease, (iv) the breach by Tenant of any provision of this Lease (including Section 38 below), and/or (v) any contest described in Section 21 below that is prosecuted by or on behalf of Tenant. At Landlord’s request, Tenant shall, at its cost and expense, defend against any and all such actions, claims and demands. (b) Tenant, promptly after obtaining knowledge thereof, shall give written notice to Landlord of each accident with respect to which a claim has been made against Tenant or any of its insurers that may result in material damages or material claims for damages against Tenant or any Landlord Party. Tenant shall furnish to Landlord information about the time, place and nature of the accident, the names and addresses of the parties involved, any person injured, witnesses and owners of any property damaged or alleged to be damaged and such other information as may be known to it. Tenant shall promptly furnish to Landlord upon request copies of all correspondence, papers, notices and documents whatsoever that it receives in connection therewith. (c) If any claim is brought against any Person (as defined below) entitled to indemnification against such claim pursuant to the above provisions of Section 12(a) or any other provision of this Lease (each such Person, an “Indemnified Person”), then such Indemni...
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Related to Indemnification Notification

  • Indemnification Notice Promptly after receipt by any Person entitled to seek indemnification pursuant to Sections 3.1 or 3.2 (an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, if a claim in respect thereof is to be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (an “Indemnifying Party”), deliver to the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3, but the omission to deliver written notice to the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification; Release U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Indemnification Procedure Any party entitled to indemnification under this Article VI (an “Indemnified Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.