Third Party Demands Sample Clauses

Third Party Demands. In the event that (i) the Company or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Custodial Document or (ii) a third party shall institute any court proceeding by which any Custodial Document shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all of the Custodial Documents that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall release such Custodial Documents as directed by the Company, which shall give a direction consistent with such court determination.
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Third Party Demands. We will comply with any lawful third party demands that we receive. We may, but do not have to, notify you that we have received a legal notice or document before we comply with it. If we incur any expenses when responding to a third party demand or legal notice relating to your account we may charge them to your account. We may be required by law to restrict your account. Any legal notice or document issued by a third party will be effectively served if served on us at a CIBC branch. We may accept service at any other location that we may designate from time to time. We may serve you with any legal notice or document by mailing it to you by ordinary mail, or in accordance with any other method permitted by applicable law or this Agreement. Any payment we make to a third party claimant in good faith is a discharge of our obligations to the extent of the amount paid.
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Third Party Demands. If IBC has received a written demand from any third party for the payment by Mepco-Michigan (or any affiliate of Mepco-Michigan) of any amount or amounts of money as a result of any of the matters pertaining to the substance of the Investigation (a "Third Party Claim") that IBC believes, in good faith, is a valid demand, then IBC shall be entitled to have distributed to it a number of Escrowed Shares with a Market Value equal to the Net Payment Amount. IBC shall have no duty to challenge or otherwise resist such third party demand or cause Mepco-Michigan (or any affiliate of Mepco-Michigan) to challenge or otherwise resist such third party demand. Notwithstanding the foregoing, IBC shall not be entitled to receive a distribution of Escrowed Shares pursuant to this subsection (b) if the Shareholders have assumed the defense of such Third Party Claim and are continuing to assume such defense pursuant to the procedures set forth in the Merger Agreement. In the event that Mepco-Michigan (or any affiliate of Mepco-Michigan) does not actually pay any portion of the Net Payment Amount to any such third party, IBC shall return to the Escrow Agent (or the Shareholders in the event that this Agreement has terminated) the portion of the distributed Escrowed Shares representing the unpaid portion of the Net Payment Amount. No such determination by IBC with respect to any such Third Party Claim shall increase, decrease, alter, affect or otherwise be determinative or dispositive of any rights or obligations of IBC or the Shareholders pursuant to the Merger Agreement. The "Net Payment Amount" shall equal the amount(s) to be escheated or otherwise paid by Mepco-Michigan (or any affiliate of Mepco-Michigan), less the tax benefit reasonably expected to be realized by IBC (or any of its affiliates) arising from the deductibility of such payment(s). The number of Escrowed Shares to be distributed to IBC shall equal the Net Payment Amount divided by the Market Value as of the date IBC provides notice to the Escrow Agent.
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Third Party Demands. BOCC will comply with any lawful third party demands that it receives in respect of your Account without notice to the Client. The Client agrees that if BOCC complies with a third party demand, it may charge its reasonable costs to do so against your Account, as disclosed in the Disclosure Documentation.
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Third Party Demands. We will comply with any lawful third party demands that we receive in respect of this Agreement or the loan without notice to you. Any legal notice or document issued by a third party in respect of this Agreement or the loan will be effectively served if served on us at a CIBC branch. We may accept service at any other location that we may designate from time to time. We may be required by law to restrict your access to the loan, or re-direct your payments. We will consider any such re-directed payments to be missed payments.
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Third Party Demands. Any and all demand, complaint, investigation, inquiry, lawsuit or administrative or arbitration proceeding of any nature, charge, notice, claim, judicial or extrajudicial notice existent on this date or that may be filed or initiated by a third party against any Indemnifiable Party that make or may make Sellers liable for the payment of indemnity under the terms of Clause 7.2 above (each one hereinafter referred to as a “Third Party Demand”), are subject to the terms and conditions set forth in this Clause 7.7.
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Third Party Demands 
Sample 1

Related to Third Party Demands

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

  • Defense of Third Party Claims Upon receipt by the Indemnifying Party of a notice from the Indemnified Party with respect to any claim of a third party against the Indemnified Party, for which the Indemnified Party seeks indemnification hereunder, the Indemnifying Party shall have the right to assume the defense of such claim, and the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. If the Indemnifying Party shall elect to assume the defense of such claim, the Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnified Party shall have the right to assume control of the defense of such claim through counsel of its choice, the reasonable costs of which shall be at the Indemnifying Party’s expense in the event that the Indemnified Party’s right of indemnification is ultimately established through settlement, compromise or other legal proceeding. In no circumstance may the Indemnified Party compromise or settle a claim with a third party for which it seeks indemnification from the Indemnifying Party without first obtaining the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

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