Notification and Defense of Claims or Actions Sample Clauses

Notification and Defense of Claims or Actions. (i) As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying Party." An Indemnified Party which proposes to assert the right to be indemnified under this Section 9.1 must submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party must, within 15 business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Party, notify the Indemnifying Party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party of any such Proceeding will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party must deliver to the Indemnifying Party, within 15 days after receipt by the Indemnified Party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. 9.4.1 As used in this Section, any party seeking indemnification pursuant to this Section is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnity Obligor." An Indemnified Person which proposes to assert the right to be indemnified under this Article shall, pursuant to the notice provisions of this Agreement, submit a written demand for indemnification setting forth in summary form the facts as then known which form the basis for the claim for indemnification.

Notification and Defense of Claims or Actions. When Buyer proposes to assert the right to be indemnified under this section with respect to third-party claims, actions, suits, or proceedings, Buyer shall, within 30 days after the receipt of notice of the commencement of the claim, action, suit, or proceeding, notify Seller in writing, enclosing a copy of all papers served or received. On receipt of the notice, Seller shall have the right to direct the defense of the matter, but Buyer shall be entitled to participate in the defense and, to the extent that Buyer desires, to jointly direct the defense with Seller with counsel mutually satisfactory to Buyer and Seller at the expense of Seller. Buyer shall also have the right to employ its own separate counsel in any such action. The fees and expenses of Buyer’s counsel shall be paid by Buyer unless: (a) the employment of the counsel has been authorized by Seller (b) counsel of Seller in such litigation has reasonably concluded that there may be a conflict of interest between action; or (c) Seller has not, in fact, employed counsel satisfactory to Buyer to assume the defense of the action. In each of these cases, the fees and expenses of Buyer’s counsel shall be paid by Seller. Neither Seller nor Buyer shall be liable for any settlement of any action or claim described in this section that is effected without their consent; provided, if Seller has failed to honor its obligations under this paragraph, Buyer may settle any claim at the expense of Seller.

Notification and Defense of Claims or Actions. When uniView Softgen proposes to assert the right to be indemnified under this Article 8 with respect to third-party claims, actions, suits, or proceedings, uniView Softgen shall, within 30 days after the receipt of notice of the commencement of the claim, action, suit, or proceeding, notify Indemnitors in writing, enclosing a copy of all papers served or received. On receipt of the notice, Indemnitors shall have the right to direct the defense of the matter, but uniView Softgen shall be entitled to participate in the defense and, to the extent that uniView Softgen desires, to jointly direct the defense with Indemnitors with counsel mutually satisfactory to uniView Softgen and Indemnitors, at Indemnitors' expense. uniView Softgen shall also have the right to employ its own separate counsel in any such action. The fees and expenses of uniView Softgen's counsel shall be paid by uniView Softgen unless: (a) the employment of the counsel has been authorized by Indemnitors; (b) uniView Softgen has reasonably concluded that there may be a conflict of interest between Indemnitors and uniView Softgen in the conduct of the defense of such action; or (c) Indemnitors have not, in fact, employed counsel satisfactory to uniView Softgen to assume the defense of the action. In each of these cases, the fees and expenses of uniView Softgen's counsel shall be paid by Indemnitors. Neither Indemnitors nor uniView Softgen shall be liable for any settlement of any action or claim described in this Article 8 that is effected without their consent.

Notification and Defense of Claims or Actions. When a party (the "Notifying Party") proposes to assert the right to be indemnified under this Article 5 with respect to third-party claims, actions, suits, or proceedings, the Notifying Party shall, within 30 days after the receipt of notice of the commencement of the claim, action, suit, or proceeding, notify the other party (the "Responding Party") in writing, enclosing a copy of all papers served or received. On receipt of the notice, Responding Party shall have the right to direct the defense of the matter, but the Notifying Party shall be entitled to participate in the defense and, to the extent that Notifying Party desires, to jointly direct the defense with the Responding Party with counsel mutually satisfactory to the Notifying Party and the Responding Party, at the Responding Party's expense. The Notifying Party shall also have the right to employ its own separate counsel in any such action. The fees and expenses of the Notifying Party's counsel shall be paid by the Notifying Party unless: (a) the employment of the counsel has been authorized by the Responding Party; (b) the Notifying Party has reasonably concluded that there may be a conflict of interest between the parties in the conduct of the defense of such action; or (c) the Responding Party has not, in fact, employed counsel satisfactory to the Notifying Party to assume the defense of the action. In each of these cases, the fees and expenses of the Notifying Party's counsel shall be paid by the Responding Party. Neither party shall be liable for any settlement of any action or claim described in this Article 5 that is effected without their consent.

Notification and Defense of Claims or Actions. 13.5.1 If Buyer proposes to assert its right to be indemnified under this Article 13 with respect to a Loss that does not involve a claim or demand being asserted by a third party, Buyer shall, promptly submit a written notice to the Stockholders’ Representative setting forth in summary form the facts as then known which form the basis for the claim for indemnification, and the amount of the Loss (“Indemnification Notice”). The Stockholders’ Representative shall have 20 days (the “Dispute Period”) from the receipt of an Indemnification Notice to notify Buyer in writing if Stockholders’ Representative disputes Buyer’s claim for indemnification. If Stockholders’ Representative does not provide Buyer with written notice of any such dispute within the Dispute Period, thereafter, Buyer shall be entitled to withdraw the amount of the Loss specified in the Indemnification Notice from the Escrow Amount. If the Stockholders’ Representative disputes Buyer’s claim for indemnification within the Dispute Period, then Buyer and Stockholders’ Representative shall negotiate in good faith to reach a resolution of such dispute. If the Buyer and Stockholders’ Representative are unable to resolve the dispute by reasonable discussion, the parties shall engage the services of a professional mediator and attempt in good faith to reach a consensual solution. If the Buyer and Stockholders’ Representative are unable to agree upon the identity of a mediator, either party may request the appointment of a mediator by the Arbitration Service of Portland, Inc., or comparable dispute resolution service. Each party shall pay all of its own attorneys’ fees, if any, and expenses related to the mediation and one-half of the mediator’s fees.

Related to Notification and Defense of Claims or Actions

Notification and Defense of Claims The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor is materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:
Notification and Defense of Claim As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.
Notice and Defense of Claims As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).
Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.
Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply:
Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.
Notification and Defense of Proceeding Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:
Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.
Procedure for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
Notification of Claims In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

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