Indemnity Claim Clause Samples
An Indemnity Claim clause establishes the right of one party to seek compensation from another party for losses, damages, or liabilities incurred due to specific events or actions. Typically, this clause outlines the process for making a claim, the types of losses covered, and any limitations or procedures for notification and defense. For example, if a third party sues one party due to the actions of the other, the indemnified party can demand reimbursement for legal costs and damages. The core function of this clause is to allocate risk between the parties and provide a clear mechanism for financial protection against certain specified liabilities.
Indemnity Claim. To the fullest extent permitted by law, the parties will indemnify each other from any claim, loss, cost, suit, judgment, damage, or expense, including reasonably incurred legal fees and costs caused by, in whole or in part, (i) any violation of the other party’s obligations hereunder or (ii) due to such party’s negligence or willful misconduct.
Indemnity Claim. Notwithstanding the foregoing, any claim arising out of any representation, warranty or covenant that would otherwise terminate in accordance with subsections (a) or (b) above will continue to survive, if notice for indemnity (as detailed below) based in whole or in part thereon shall have been timely given under this Article XII on or prior to such termination date, until such claim for indemnification has been satisfied or otherwise finally resolved.
Indemnity Claim. (a) Following the Closing, the Stockholder Representative shall assume control of the Indemnification Matter and pursue the conduct, negotiation, prosecution and defense of the Indemnification Matter. Without limiting the foregoing, Buyer shall, and shall cause the Acquired Companies to, keep the Stockholder Representative reasonably apprised of the status of the Indemnification Matter (including any disputes in connection therewith). From and after the Closing, Buyer shall not, and shall cause the Acquired Companies not to, amend the Prior Purchase Agreement as in effect as of the date hereof, without the prior written consent of the Stockholder Representative. Buyer shall, and will cause the Surviving Corporation and its Subsidiaries, and its and their officers, directors, employees and agents to, in each case, at the Stockholder Representative’s sole cost and expense, use commercially reasonable efforts to cooperate with the Stockholder Representative in connection with the Indemnification Matter.
(b) Subject to Section 6.22(a), upon final resolution of the Indemnification Matter, whether by a decision of the applicable Governmental Entity with respect to the Indemnification Matter, or by settlement (which shall require the prior written consent of the Stockholder Representative, in its sole discretion) or otherwise, Buyer shall (i) provide prior written notice of such final resolution to the Stockholder Representative and (ii) cause the Surviving Corporation or an Acquired Company to pay all amounts received by Buyer, the Surviving Corporation, any Acquired Company, or any of their respective Affiliates in respect of such Indemnification Matter (the “Indemnification Payment”) within five (5) Business Days of receipt thereof in accordance with the payment directions provided by the Stockholder Representative.
(c) Notwithstanding anything herein to the contrary, following the Closing, the Stockholder Representative shall not enter into any settlement or consent to the entry of any judgement with respect to the Indemnification Matter, in each case, which involves a non-monetary obligation on the Surviving Corporation or on any Acquired Company, without the prior written consent of Buyer. Notwithstanding the foregoing, during the period from the Agreement Date to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, any settlement or consent to the entry of any judgment with respect to the Indemnification Matt...
Indemnity Claim. If a third party makes a claim or demand or brings any proceeding or action against the Manufacturer in respect of which the Principal must indemnify the Manufacturer under clause 16.3 (Indemnity Claim):
(a) the Manufacturer must promptly give the Principal notice;
(b) the Principal must promptly admit its liability under clause 16.3; and
(c) the Manufacturer must promptly give any assistance reasonably requested by the Principal in relation to the Indemnity Claim.
Indemnity Claim. 7.3.1 An Indemnified Party may claim an indemnity from the Seller under Clauses 7.1.1 or 7.2, and the Seller may claim an indemnity from the Purchaser under Clause 7.1.2 (“Indemnity Claim”) by providing written notice (“Indemnity Claim Notice”) to the Seller or the Purchaser (as applicable) setting out details reasonably known to the Purchaser or Seller (as applicable) relating to the claim.
7.3.2 If the Seller or the Purchaser (as the case may be) wishes to dispute the Indemnity Claim pursuant to the Indemnity Claim Notice, the Seller or the Purchaser (as the case may be) shall be entitled to raise a Dispute in accordance with Clause 10.18.1.
Indemnity Claim. Within thirty (30) days after the occurrence of an Hitachi Related Indemnity Event, but in any event prior to the Hitachi Escrow Termination Date (as hereinafter defined), Intek shall give notice (the "Indemnity Notice") to Midland and Escrow Agent specifying in reasonable detail the occurrence of such Hitachi Related Indemnity Event and the nature and dollar amount of Losses incurred by Intek resulting from the occurrence of such Hitachi Related Indemnity Event (a "Claim"); PROVIDED, HOWEVER, that Intek shall not be entitled to reimbursement or indemnity for Claims hereunder except to the extent that such Claims, in the aggregate:
(i) exceed $50,000; and
(ii) are less than or equal to the Hitachi Portion of the Escrow Fund (after deducting all amounts expended or disbursed by Escrow Agent pursuant to the terms of this Escrow Agreement with respect to the Hitachi Portion of the Escrow Fund). Escrow Agent shall not independently inquire into or consider the merits of any Claim but shall be entitled to rely upon and shall perform its duties hereunder in strict accordance with the provisions of this Escrow Agreement.
Indemnity Claim. 95 Insurance .................................................................................38
Indemnity Claim. 34 Knowledge.............................................................................................6 Liens.................................................................................................15 Net Cash Proceeds.....................................................................................2
Indemnity Claim. If there is a claim against the Licensee where indemnity is required under this License, indemnity is contingent upon the following: (a) Licensee must promptly notify Licensor of the claim in writing and immediately turn it over to Licensor who shall cooperate with the Ohio Attorney General in mounting a defense; (b) Licensor’s cooperation with the Ohio Attorney General in the defense and settlement of the claim; provided that Licensor cannot settle any claim that requires an admission of liability or imposes any obligation on Licensee without Licensee’s written consent; and (c) Licensee must provide reasonable assistance to Licensor on request at Licensor’s expense.
Indemnity Claim. TO THE FULLEST EXTENT PERMITTED BY LAW, SUPPLIER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, ITS PARENT AND AFFILIATE COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (COLLECTIVELY “INDEMNITEE”), FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITIES OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS' FEES, FOR BREACH OF THIS AGREEMENT, INJURY TO OR DEATH OF ANY PERSON, OR FOR LOSS OR DAMAGE TO ANY PROPERTY (INCLUDING WITHOUT LIMITATION, CLAIMS FOR POLLUTION AND ENVIRONMENTAL DAMAGE), ANY CIVIL OR CRIMINAL FINES OR PENALTIES, DIRECTLY OR INDIRECTLY ARISING OR ALLEGED TO ARISE OUT OF OR IN ANY WAY INCIDENTAL TO THE PERFORMANCE OF THIS AGREEMENT OR ANY WORK PERFORMED HEREUNDER (INCLUDING WITHOUT LIMITATIONS, CLAIMS OF OR BY THIRD PARTIES) (COLLECTIVELY “LIABILITIES”), EXCEPT TO THE EXTENT CAUSED BY OR ARISING FROM THE NEGLIGENCE OF ANY INDEMNITEE. THIS INDEMNITY SHALL APPLY, WITHOUT LIMITATION, TO ANY LIABIITIES IMPOSED ON ANY PARTY INDEMNIFIED HEREUNDER AS A RESULT OF ANY STATUTE, RULE, REGULATION OR THEORY OF STRICT LIABLIITY INCLUDING, BUT NOT LIMITED TO, STRICT PRODUCTS LIABILTY OR STRICT STATUTORY LIABILITY. THE PARTIES HERETO AGREE, AND SUPPLIER STATES AND WARRANTS TO COMPANY, THAT SUPPLIER'S INDEMNITY OBLIGATION WILL BE SUPPORTED BY LIABILITY INSURANCE TO BE FURNISHED BY SUPPLIER AT SUPPLIER'S SOLE COST; PROVIDED THAT RECOVERY UNDER OR IN RESPECT OF THIS INDEMNITY SHALL NOT BE LIMITED TO THE PROCEEDS OF SUCH INSURANCE. ALL REPRESENTATIONS, WARRANTIES, INDEMNITIES AND OTHER UNDERTAKINGS OF SUPPLIER AND ALL CLAIMS, RIGHTS AND REMEDIES OF COMPANY SHALL SURVIVE DELIVERY, PERFORMANCE INSPECTION, TESTING AND ACEPTANCE, USE AND PAYMENT. IT IS UNDERSTOOD AND AGREED BY SUPPLIER THAT IN THE EVENT ANY INDEMNITEE IS MADE A DEFENDANT IN ANY SUIT, ACTION OR PROCEEDING FOR WHICH AN INDEMNITEE IS INDEMNIFIED PURSUANT TO THIS PURCHASE ORDER (CLAIM), AND SUPPLIER FAILS OR REFUSES TO ASSUME THE DEFENSE THEREOF, AFTER HAVING BEEN NOTIFIED BY SUCH INDEMNITEE TO DO SO, THAT INDEMNITEE MAY COMPROMISE AND SETTLE OR DEFEND ANY SUCH CLAIM, AND SUPPLIER SHALL BE BOUND AND OBLIGATED TO REIMBURSE INDEMNITEE FOR THE AMOUNT EXPENDED BY INDEMNITEE IN SETTLING AND COMPROMISING ANY SUCH CLAIM, OR FOR THE AMOUNT EXPENDED BY INDEMNITEE IN PAYING ANY JUDGMENT RENDERED THEREIN, TOGETHER WITH ALL REASONABLE ATTORNEYS' FEES INCURRED ...