Indemnity Claim Sample Clauses

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.
AutoNDA by SimpleDocs
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. 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:
Indemnity Claim. Indemnity Claim" shall have the meaning set forth in Section 9.5 hereof.
Indemnity Claim. 3.3 All payments to be made to the Seller under this Agreement shall be made in Euros by electronic transfer of immediately available funds to the account of the Seller with number BX00 0000 0000 0000 GKCC BXXX (Belfius).
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. If there is a claim against the Licensor where responsibility is required under this License, responsibility is contingent upon the following: (a) Licensor must promptly notify Licensee of the claim in writing and immediately turn it over to Licensee; (b) Licensor cooperates with Licensee as represented by the Ohio Attorney General in the defense and settlement of the claim; provided that Licensee cannot settle any claim that requires an admission of liability or imposes any obligation on Licensor without Licensor’s written consent; and (c) Licensor must provide reasonable assistance to Licensee on request at Licensee’s expense.
Indemnity Claim. Seller and the Company have taken all necessary and appropriate actions to preserve any and all rights to indemnification in their favor pursuant to clause (ii) of Section 12.2 of the purchase and sale agreement dated July 15, 1999 between Ocean Energy, Inc. and Seller, as amended. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect the entitlement of the Company to receive indemnification under such agreement.
AutoNDA by SimpleDocs
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.
Indemnity Claim. (a) In the event that Purchaser shall become aware of facts or events that may reasonably be expected to give rise to a Claim, Purchaser shall deliver a Claim Notice, together with proof of delivery of a copy of such Claim Notice to the Representative (“Proof of Delivery”), to the Escrow Agent, such delivery to be in accordance with the notice provisions of this Escrow Agreement.
Indemnity Claim. (a) Parent, acting through the Committee may make a claim for indemnification pursuant to Article VIII of the Merger Agreement or a claim for expenses incurred by the Representative and paid by Parent in accordance with Section 8.6 of the Merger Agreement (“Indemnity Claim”) against the Holdback Escrowed Shares Fund by giving notice (a “Notice”) to the Representative (with a copy to the Escrow Agent) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Merger Agreement which it asserts has been breached or otherwise entitles Parent to indemnification, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether the Loss resulting from the Indemnity Claim may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance. The Committee also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Representative.
Time is Money Join Law Insider Premium to draft better contracts faster.