Payment of Claims for Indemnification Sample Clauses

Payment of Claims for Indemnification. Any amounts to ------------------------------------- be indemnified to Unified shall be the responsibility of the Principal Stockholder and shall be paid promptly upon notice of Unified to the Principal Stockholder of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for Unified's demand for indemnification under Article 8 of this Agreement. Any amounts payable to the Stockholders pursuant to the provisions of Section 8.02 of this Agreement shall be the responsibility of Unified and shall be paid promptly upon notice of the Stockholders to Unified of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for the Stockholders' demand for indemnification under Section 8.02 of this Agreement.
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Payment of Claims for Indemnification. 29 8.03. Survival of Indemnification . . . . . . . . . . . . . 29 ARTICLE IX ----------
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Payment of Claims for Indemnification. Any amounts ------------------------------------- payable to each of the Purchaser and the Shareholders, as the case may be, pursuant to the provisions of Section 13.1 shall be the responsibility of the Seller as provided in Section 13.1. Any amounts shall be paid promptly upon notice of the Purchaser or the Representative (as herein defined), as the case may be, to the Seller of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for the Purchaser's or the Shareholders' (as the case may be) demand for indemnification under Article XIII of this Agreement. Any amounts payable to the Seller pursuant to the provisions of Section 13.2(a) of this Agreement shall be the responsibility of the Purchaser and shall be paid promptly upon notice of the Seller to the Purchaser of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for the Seller's demand for indemnification under Section 13.2(a) of this Agreement. Any amounts payable to the Seller pursuant to the provisions of Section 13.2(b) of this Agreement shall be the responsibility of the applicable Shareholder and shall be paid promptly upon notice of the Seller to the Representative of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for the Seller's demand for indemnification under Section 13.2(b) of this Agreement.
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Payment of Claims for Indemnification. Any amounts ------------------------------------- payable to Purchaser pursuant to the provisions of Section 9.1 shall be the responsibility of a Seller or the Sellers as provided in Section 9.1. Any amounts shall be paid promptly upon notice of Purchaser to the Representative of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for Purchaser's demand for indemnification under Article IX of this Agreement. Any amounts payable to the Sellers pursuant to the provisions of Section 9.2 of this Agreement shall be the responsibility of Purchaser and shall be paid promptly upon notice of the Representative to Purchaser of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for the Sellers' demand for indemnification under Section 9.2 of this Agreement.
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Payment of Claims for Indemnification. Any amounts ------------------------------------- payable to Buyer pursuant to the provisions of Section 7.1 shall be the responsibility of Royal Hospitality and the Shareholders jointly and severally. Any such amounts shall be paid promptly upon notice of the Buyer to Royal Hospitality or the Shareholders of incurrence of such Loss and an explanation of the Losses for Buyer's demand for indemnification under this Article 7; provided, however, that such payment obligation shall be -------- ------- satisfied, subject to the limitations set forth in Section 7.4, (i) first, by payment to Buyer from the Escrowed Consideration, to the extent available, pursuant to the terms of the Escrow Agreement, and (ii) second, directly by Royal Hospitality and/or the Shareholders, with the Buyer initially making demand for indemnification against Royal Hospitality and/or all Shareholders simultaneously, then making such demand against Royal Hospitality and/or any Shareholder individually if upon Buyer's discretion Royal Hospitality or any Shareholder has refused or is unable to meet its indemnification payment obligations under this Agreement. Notwithstanding anything set forth in this Section 7.5, Royal Hospitality and/or the Shareholders agree that they will directly and promptly pay (or cause to be paid) any amounts (including interest and attorneys fees) due and owing in satisfaction of the judgment or in settlement of claims arising out of the judgment captioned Lily Transportation Corp v. Royal Institutional Services, --------------------------------------------------------- Inc., Gem Laundry LLC d/b/a Harbor Healthcare Laundry Services, Xxxx -------------------------------------------------------------------- Leibovitz, Xxxx Xxxxxxx and Xxxxx Xxxx, initially filed in the Superior -------------------------------------- Court of the County of Norfolk, Massachusetts, and such amounts will not be satisfied from the Escrowed Consideration. Any amounts payable to Royal Hospitality or the Shareholders pursuant to the provisions of Section 7.2 of this Agreement shall be the responsibility of Buyer and shall be paid promptly upon notice of Royal Hospitality or the Shareholders to the Buyer of incurrence of such Loss and an explanation of the Losses for Royal Hospitality's or the Shareholders' demand for indemnification under Section 7.2 of this Agreement. Any amounts payable pursuant to this Article 7 shall be reduced by (i) any Tax benefit realized by the Indemnitee(s) aris...
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Payment of Claims for Indemnification. Any amounts payable to Buyer Parties pursuant to the provisions of Section 10.1 shall be the responsibility of Shareholders. Any additional amounts shall be paid promptly upon notice of Buyer to Shareholders of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for Buyer's demand for indemnification under Article 10 of this Agreement. Any amounts payable to Seller Parties pursuant to the provisions of Section 10.2 of this Agreement shall be the responsibility of Buyer and shall be paid promptly upon notice of Shareholders to Buyer of incurrence of such loss, liability, cost, expense or damage and an explanation of the losses for Shareholders' demand for indemnification under Section 10.2 of this Agreement.
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Related to Payment of Claims for Indemnification

  • Claims for Indemnification In the event of the occurrence of any event which any Party asserts is an indemnifiable event pursuant to this Article 8, the Party claiming indemnification (the "Indemnified Party") shall provide prompt notice to the Party required to provide indemnification (the "Indemnifying Party"), specifying in detail the facts and circumstances with respect to such claim and the basis for which indemnification is available hereunder. If such event involves the claim of any third party, the Indemnifying Party shall have the right to control the defense of settlement of such claim; provided, however, that (a) the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party; provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 8.4 if the Indemnifying Party is entitled but fails to assume control over the defense of a claim as provided in this Section 8.4. If the Indemnified Party assumes control of the defense of a claim as permitted hereunder, the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnifying Party. In the event that the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 8, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the claim to which such indemnification relates.

  • Claims for Indemnity Whenever a claim shall arise for which any party shall be entitled to indemnification hereunder, the indemnified party shall notify the indemnifying party in writing within sixty (60) days of the indemnified party's first receipt of notice of, or the indemnified party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying party or parties to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same or may agree to submit the same to arbitration or, if unable or unwilling to do any of the foregoing, such dispute shall be settled by appropriate litigation, and any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be paid and satisfied by those indemnifying parties obligated to make indemnification hereunder.

  • Action for Indemnification To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such action, suit or proceeding, in whole or in part, or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that nothing in this Section 8(b) is intended to limit the Corporation’s obligation with respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 4 hereof.

  • Procedures for Indemnification Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

  • Procedures for Indemnification of Third Party Claims (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Group or the VPG Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section of this Agreement or any Ancillary Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

  • Procedures for Indemnification and Expense Advances (a) NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall notify the Company in writing as soon as practicable of any claim or action made against Indemnitee for which indemnification will or could be sought under this Agreement; provided that failure to so notify shall not affect Company's obligations hereunder unless the failure to so notify materially prejudices the Company's rights or defenses in connection with the underlying claim or action. In addition, Indemnitee shall cooperate with the Company and provide it with the information it reasonably requires to assert its rights or defenses to the underlying claim or action.

  • Procedure for Indemnification Claims (a) Whenever any parties become aware that a claim (an “Underlying Claim”) has arisen entitling them to seek indemnification under Section 9 of this Agreement, such parties (the “Indemnified Parties”) shall promptly send a notice (“Notice”) to the parties liable for such indemnification (the “Indemnifying Parties”) of the right to indemnification (the “Indemnity Claim”); provided, however, that the failure to so notify the Indemnifying Parties will relieve the Indemnifying Parties from liability under this Agreement with respect to such Indemnity Claim only if, and only to the extent that, such failure to notify the Indemnifying Parties results in the forfeiture by the Indemnifying Parties of rights and defenses otherwise available to the Indemnifying Parties with respect to the Underlying Claim. Any Notice pursuant to this Section 9.3(a) shall set forth in reasonable detail, to the extent then available, the basis for such Indemnity Claim and an estimate of the amount of damages arising therefore.

  • Standard for Indemnification If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Request for Indemnification To obtain indemnification, Indemnitee shall submit to the Secretary of the Corporation a written claim or request. Such written claim or request shall contain sufficient information to reasonably inform the Corporation about the nature and extent of the indemnification or advance sought by Indemnitee. The Secretary of the Corporation shall promptly advise the Board of Directors of such request.

  • PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

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