Party Claims. (a) Buyer shall notify Seller if it is seeking indemnification in writing, and with reasonable promptness, of any claim (a “Claim”).
Party Claims. RemainCo and SpinCo agree with each other that neither of them nor any member of their respective Groups will disclose Privileged Joint Defense Material to third parties without the consent of the other, and that the disclosure of Privileged Joint Defense Material generated by one of them to the other does not constitute a waiver of any available privileges. RemainCo and SpinCo consider such disclosure of matters of common concern essential to the effective representation of them in the BSI Litigation and Article IX Third Party Claims, and therefore, such disclosure is covered by the common interest doctrine.
Party Claims. District’s insurance shall be primary for claims for damage to the Site’s physical structures caused by the actions of third parties, except to the extent that the third party’s actions arose as a result of the negligence, intentional disregard or malfeasance of the Charter School. The Charter School’s liability insurance shall be primary to the District’s for all third party liability claims related to the site, except to the extent that the third party’s actions arose as a result of the negligence, intentional disregard or malfeasance of the District.
Party Claims. Promptly after receipt by a person entitled to indemnity under this Section 0 of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless the Indemnifying Party notifies the Indemnified Party that it disputes or may dispute its indemnification obligation with respect to such Third-Party Claim, and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the In...
Party Claims. (a) An Indemnitee shall notify each Indemnitor in writing, and with reasonable promptness, of any claim (a “Claim”).
Party Claims. The Indemnifying Party shall promptly reimburse the Indemnitee its out-of-pocket costs incurred in providing assistance pursuant to the foregoing sentence and for the Indemnitee's personnel costs on any occasion on which personnel of the Indemnitee spend one full day or more in providing such assistance.
Party Claims. 15.3 Unless otherwise agreed in the Engagement Contract, the result of the Engagement is intended to be used solely by the Client, and the Contractor therefore does not accept any liability towards third parties or any external party which attempts to utilise, derive benefit from or rely upon the work which the Contractor has performed in the Engagement.
Party Claims. The Indemnifying Party shall promptly reimburse the Indemnitee its out-of-pocket costs incurred in providing assistance pursuant to the foregoing sentence and for the Indemnitee's personnel costs on any occasion on which personnel of the Indemnitee spend one full day or more in providing such assistance. (d) Notwithstanding anything else in this Section 4.4 to the contrary, if an Indemnifying Party notifies the related Indemnitee in writing of such Indemnifying Party's desire to settle or compromise a Third-Party Claim on the basis set forth in such notice (provided that such settlement or compromise includes as an unconditional term thereof the giving by the claimant or plaintiff of a written release of the Indemnitee from all liability in respect thereof) and the Indemnitee shall notify the Indemnifying Party in writing that such Indemnitee declines to accept any such settlement or compromise, such Indemnitee may continue to contest such Third-Party Claim, free of any participation by such Indemnifying Party, at such Indemnitee's sole expense. In such event, the obligation of such Indemnifying Party to such Indemnitee with respect to such Third-Party Claim shall be equal to (i) the costs and expenses of such Indemnitee prior to the date such Indemnifying Party notifies such Indemnitee of the offer to settle or compromise (to the extent such 8
Party Claims. (1) In the event the Notice specifies that the Indemnitee elects to assume and control the defense of the Third-Party Claim, then the Indemnitor may nevertheless assume and control such defense [subject to an insurer's right to control the defense of any litigation] at his, her or its sole cost, expense and ultimate liability, regardless of outcome, and through counsel of his, her or its choice (which counsel shall be reasonably satisfactory to the Indemnitee); provided, however: (A) the Indemnitor first acknowledges in writing his, her or its obligation to unconditionally indemnify the Indemnitee with respect to all Indemnitee Damages that may arise with respect to all such Third-Party Claims, and (2) the Indemnitor gives prompt written notice of his, her or its intention to assume and control the defense to the Indemnitee.
Party Claims. If a third party initiates a claim against the Seller or an Indemnified Party, issues attachments (beslag) on assets of the Seller or otherwise takes actions against the Seller or an Indemnified Party in respect of any claim which the Company assumed or for which the Company indemnified the Seller or an Indemnified Party hereunder, then the Company will (and the Purchaser shall cause the Company to) assume the defence of and liability in respect of such claim and exclusively be responsible for the conduct of any defence, dispute, compromise or appeal of such claim, and at the first request of the Seller or an Indemnified Party, procure as soon as possible that any such claims are withdrawn against the Seller or an Indemnified Party, the attachment is lifted or the other actions are terminated, if reasonably necessary, by offering to provide adequate security referred to in article 6:51 of the DCC and guarantees, whether by depositing cash or entering into other arrangements, provided the kind or type of security to be provided shall be at the reasonable discretion of the Company.
