Rules Regarding Indemnification. The obligations and liabilities of each party which may be subject to indemnification liability hereunder (the "indemnifying party") to the other party (the "indemnified party") shall be subject to the following terms and conditions:
Rules Regarding Indemnification. (a) The rights and obligations of each party claiming a right to indemnification hereunder ("Indemnitee") from the other party ("Indemnitor") shall be governed by the following rules:
Rules Regarding Indemnification. The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreement contained in Sections 9(i) and 9(ii) above, stating the nature and basis of said claims and the amounts thereof, to the extent known. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit, action or claim and the indemnifying party shall have presented evidence satisfactory to the indemnified party of the indemnifying party's financial ability to satisfy its obligations under this Section 9 or, in the indemnified party's sole discretion, the indemnifying party shall have provided to the indemnified party collateral or security sufficient to satisfy the indemnifying party's obligations to the indemnified party hereunder, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such claim, lawsuit or action and to employ and engage attorneys of its own choice to handle and contest and defend the same, at the indemnifying party's cost, risk and expense. If the claim, lawsuit or action is an insured claim under the indemnifying party's applicable insurance coverage, the claim shall be submitted to the insurance carrier. The indemnified party shall cooperate in all reasonable respects, at the cost and expense of the indemnifying party, with the indemnifying party, the insurance carrier (if applicable) and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom, or in the processing and resolution of any claim filed with the insurance carrier, and both parties shall cooperate with each other to insure the diligent and timely resolution of the matters in this Article 9 and in providing access to relevant books and records in their possession; provided, however, that the indemnified party may, at its own cost, select counsel and participate in the investigation, settlement, trial and defense of such claim, lawsuit or action and any appeal arising therefrom. No indemnifying party may effect any settlement that could result in any cost, expense or liability to the indemnified party unless such indemnified party consents in writing to such settlement and the indemnifying party...
Rules Regarding Indemnification. 34 15.5 Exclusivity.........................................................................35 15.6
Rules Regarding Indemnification. 28 ARTICLE XI.
Rules Regarding Indemnification. 33 16. Termination.............................................................................................36
Rules Regarding Indemnification. The obligations and liabilities concerning indemnification set forth herein shall be subject to the rules regarding indemnification set forth in Sections 9.3.e through 9.3.h of the Purchase Agreement. Other than the AJP Losses, the Basket and Cap shall apply to the indemnification obligations set forth in Section 9.1.
Rules Regarding Indemnification. 28 SECTION 10.7 Offset.....................................................................................28
Rules Regarding Indemnification. The obligations and liabilities of each party which may be subject to indemnification liability hereunder (the "INDEMNIFYING PARTY") to the other party (the "INDEMNIFIED PARTY") shall be subject to the following terms and conditions: Indemnity obligations hereunder shall arise only in the event that the claims for which indemnity are sought are estimated by the indemnified party, reasonably and in good faith, to exceed $10,000.00 (exclusive of attorney's fees and costs), in the aggregate. The indemnified party shall give prompt written notice to the indemnifying party of any claim by the indemnified party, stating the nature and basis of such claim and the amount thereof, to the extent known. The claim shall be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this paragraph if within forty-five (45) days after the indemnifying party's receipt of the claim the indemnified party shall not have received written objection to the claim. If within the aforesaid forty-five (45) day period the indemnified party shall have received written objection to a claim (which written objection shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputed claim, the unresolved issue or issues shall be settled by arbitration in accordance with the rules and procedures of the American Arbitration Association. In the alternative, Buyer may pursue any other remedies available to it.
Rules Regarding Indemnification. 22 10.3 Survival................................................. 23 10.4 Notice to ADC: Opportunity to Defend..................... 23 10.5 Notice to Purchaser: Opportunity to Defend............... 23 10.6
