Common use of Notice of Indemnity Clause in Contracts

Notice of Indemnity. Whenever Newco or Grace-Conn., or any of their respective subsidiaries (hereinafter an "Indemnitee"), becomes aware of the existence of an issue which could cause Fresenius AG (hereinafter the "Indemnitor") to have any liability for indemnification hereunder ("Indemnity Issue"), the Indemnitee shall promptly give notice to the Indemnitor of such Indemnity Issue. The failure of any Indemnity to give such notice shall not relieve the Indemnitor of its obligations under this Agreement except to the extent the Indemnitor or any of its affiliates is actually materially prejudiced by such failure to give notice. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has the responsibility for filing the Tax Return with respect to which there in an increased Tax liability as a result of an Indemnity Issue (the "Responsible Party") shall have the right to decide as between the parties how such matter is to be dealt with and finally resolved with the appropriate taxing authority and shall control all audits and similar proceedings. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, (A) such cooperation may include permitting the Indemnitor, at the Indemni-tor's sole expense, to litigate or otherwise resolve any Indemnity Issue, and (B) whenever more than one action is reasonably available in connection with any Indemnity Issue, the Responsible Party agrees to take whatever action would mitigate the Indemnitor's liability hereunder, after consultation with the Indemnitor. Notwithstanding the foregoing, nothing herein shall require or obligate the Indemnitor to contest any Indemnity Issue.

Notice of Indemnity. Whenever Newco Supplier will give written notice to Sxxxx Mart from time to time of the identity of the Lender, and Sxxxx Mart shall be under no obligation hereunder to any party unless and until Sxxxx Mart shall have received such notice, and then Sxxxx Mart’s sole obligations are only as expressly provided in Section 13 hereof and to follow such instructions as to remitting Supplier’s share of total Net Revenue. Upon receipt by Sxxxx Mart of such notice from the Supplier, Sxxxx Mart will acknowledge only the party specifically named by Supplier in such notice as Supplier’s Lender. Any notice subsequently given by Supplier and signed by the lender named in the preceding notice shall revoke any previous notice given by Supplier hereunder. Upon receipt by Sxxxx Mart of such subsequent notice, Sxxxx Mart shall have no obligation to any party previously named by Supplier as Supplier’s Lender. Supplier hereby notifies Sxxxx Mart that, as of the date hereof, “Lender” means National City Business Credit, Inc., as Administrative Agent and Collateral Agent for certain lenders and other parties under a certain Loan and Security Agreement, as amended from time to time. Similarly, upon a request by Sxxxx Mart, Supplier agrees that it will execute any documents reasonably required to perfect or Grace-Conn., acknowledge the security interest or other rights of any party providing credit to Sxxxx Mart (a “Sxxxx Mart Lender”) and receiving a security interest in any of their respective subsidiaries (hereinafter an "Indemnitee")Sxxxx Mart’s assets; provided, becomes aware of the existence of an issue however that Supplier will not be required to execute any documents, including UCC-1 financing statement, which could cause Fresenius AG (hereinafter the "Indemnitor") to have any liability for indemnification hereunder ("Indemnity Issue"), the Indemnitee shall promptly give notice to the Indemnitor of such Indemnity Issue. The failure of any Indemnity to give such notice shall not relieve the Indemnitor of its obligations under this Agreement except to the extent the Indemnitor or any of its affiliates indicate that Supplier is actually materially prejudiced by such failure to give notice. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has the responsibility for filing the Tax Return a debtor with respect to which there in an increased Tax liability as any assets of Sxxxx Mart or that Supplier has granted any party a result of an Indemnity Issue (the "Responsible Party") shall have the right to decide as between the parties how such matter is to be dealt with and finally resolved with the appropriate taxing authority and shall control all audits and similar proceedings. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, (A) such cooperation may include permitting the Indemnitor, at the Indemni-tor's sole expense, to litigate lien upon Supplier’s inventory or otherwise resolve any Indemnity Issue, and (B) whenever more than one action is reasonably available in connection with any Indemnity Issue, the Responsible Party agrees to take whatever action would mitigate the Indemnitor's liability hereunder, after consultation with the Indemnitor. Notwithstanding the foregoing, nothing herein shall require or obligate the Indemnitor to contest any Indemnity Issuefixtures.

Notice of Indemnity. Whenever Newco or Grace-Conn., or any of their respective subsidiaries a party hereto (hereinafter an "Indemnitee"), ) becomes aware of the existence of an issue which could cause Fresenius AG increase the liability for any Tax of the other party hereto or any member of its Group or require a payment hereunder (hereinafter the "Indemnitor") to have any liability for indemnification hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the Indemnitor "Indemnitor") of such Indemnity Issue. The failure of any Indemnity Indemnitee to give such notice shall not relieve the any Indemnitor of its obligations under this Agreement except to the extent the such Indemnitor or any of its affiliates affiliate is actually materially prejudiced by such failure to give notice. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has the responsibility for filing the Tax Return with respect to which there in an increased Tax liability as a result of an Indemnity Issue under this Agreement (the "Responsible Party") with respect to which there is an increase in liability for any Tax or with respect to which a payment is required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate taxing authority and shall control all audits and similar proceedings. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, (A) such cooperation may include permitting the Indemnitor, at the Indemni-torIndemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue, and (B) whenever more than one action is reasonably available in connection with any Indemnity Issue, the Responsible Party agrees to take whatever action would mitigate the Indemnitor's liability hereunder, after consultation with the Indemnitor. Notwithstanding the foregoing, nothing herein shall require or obligate the Indemnitor to contest any Indemnity Issue.