Notification; Control of Proceedings Sample Clauses

Notification; Control of Proceedings. The Purchaser shall, with reasonable promptness, give written notice (as provided in this Section 4.3) if the Purchaser or any of its affiliates becomes aware of any loss, liability, damage or expense with respect to which an indemnification claim may be asserted by the Purchaser under this Agreement; provided, however, that for the sole purpose of determining whether written notice must be provided by the Purchaser under this Section 4.3 (and for the purpose of determining whether any Parent Shareholder will have the right to defend a particular action, claim or proceeding), the limitation set forth in Section 4.4 shall not be taken into account. Such written notice shall be given to: (i) all of the Parent Shareholders, if such indemnification claim may be asserted pursuant to Section 4.1 hereof; or (ii) the particular Individual Parent Shareholder(s) against whom such indemnification claim may be asserted, if such indemnification claim may be asserted pursuant to Section 4.2 hereof. (The failure of the Purchaser to deliver such written notice with reasonable promptness shall not be deemed to bar or otherwise limit the rights of the Purchaser hereunder unless such failure materially prejudices any of the rights or defenses of any of the Parent Shareholders.) If any claim is made by a third party or an action or proceeding is commenced for which the Purchaser shall seek indemnification from any Parent Shareholder, the Purchaser shall, with reasonable promptness, give to such Parent Shareholder written notice of such claim, action or proceeding and request such Parent Shareholder to defend the same. Such Parent Shareholder shall have the right to defend such claim, action or proceeding at his or its own expense, and (if such Parent Shareholder elects to defend such claim, action or proceeding) shall give written notice to the Purchaser of the commencement of the defense of such claim, action or proceeding by such Parent Shareholder. The Purchaser shall be entitled to participate at its own expense with such Parent Shareholder in such defense (subject to the right of such Parent Shareholder to control such defense), but shall not be entitled in any way to release, waive, settle, modify or pay such claim, action or proceeding without the written consent of such Parent Shareholder. In the event that such Parent Shareholder does not accept the defense of such claim, action or proceeding as provided above, or does not notify the Purchaser of its election to defe...
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Notification; Control of Proceedings. (i) Parent shall with reasonable promptness give to the Shareholders written notice if it becomes aware of any liability, loss, damage, claim, cost and expense with respect to which indemnity may be asserted pursuant to Section 5.1(a). If any claim is made by a third person or an action or proceeding commenced for which Parent shall seek indemnity from Shareholders, Parent shall give to the Shareholders reasonable written notice of the claim and shall deliver to the Shareholders, withi n ten (10) days after receipt thereof by Parent or Xxxxx, copies of all notices and documents (including court papers) relating to such claim. Notwithstanding the foregoing, any failure of the Parent to give prompt written notice of any claim asserted by it or by any third party shall not relieve the Shareholders of any indemnification obligation that the Shareholders may have to Parent except to the extent that the Shareholders shall have the right to defend against any claim asserted by a third-party at their expense, and shall give written notice to Parent of the commencement of such defense within twenty (20) business days after the giving of the written notice of the claim by Parent.
Sample 1

Related to Notification; Control of Proceedings

  • Control of Proceedings The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

  • Notice of Proceedings The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.

  • Notification of Proceeding Indemnitee will notify the Company in writing promptly 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. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

  • Termination of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Issuer, the Trustee and the Owners of Bonds shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

  • Commencement of Proceedings Any claim notified pursuant to Clause 11.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn 9 months after the relevant time limit set out in Clause 10.2 unless, at the relevant time, legal proceedings in respect of the relevant claim have been commenced by being both issued and served except:

  • Completion of Proceedings All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

  • Absence of Proceedings There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Proper Proceedings This Agreement, each other Credit Document and the transactions contemplated hereby and thereby shall have been authorized by all necessary corporate or other proceedings. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person of any of the transactions contemplated hereby or by any other Credit Document shall have been obtained and shall be in full force and effect.

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