Indemnification Notice Period definition

Indemnification Notice Period has the meaning set forth in Section 7.6(a).
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Indemnification Notice Period shall have the meaning set forth in Section 8.4.2.
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Indemnification Notice Period has the meaning ascribed thereto in Subsection 10.8(a);
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Examples of Indemnification Notice Period in a sentence

  • The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within 15 days after receipt of the Third Party Claims Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim (the "Indemnification Notice Period").

  • The failure to give a Third Party Claim Notice to the Indemnifying Party within the Indemnification Notice Period shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party was prejudiced thereby, and then only to the extent of such prejudice.

  • If the Indemnifying Party provides an Indemnification Notice to the Indemnified Party within the Indemnification Notice Period that it assumes responsibility for the Third Party Claim, the Indemnifying Party shall conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party.

  • In the event that the Indemnifying Party fails to give the Indemnification Notice within the Indemnification Notice Period, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim without the prior consent of the Indemnifying Party and subject to the provisions of Section 8.5, the Indemnifying Party will be liable for all Losses paid or incurred in connection therewith.

  • If Seller, within the applicable Indemnification Notice Period, objects to all or any portion of an expense or liability asserted in a Buyer Indemnification Notice, (x) the Parties shall cooperate in good faith to resolve the dispute and (y) the disputed amount may not be set off against the Earn-Out Payment until the Parties have reached a consensual resolution or a court of competent jurisdiction has entered a final order in Buyer’s favor.


More Definitions of Indemnification Notice Period

Indemnification Notice Period has the meaning set forth in Section 6.4(c).
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Related to Indemnification Notice Period

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Termination Notice means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Notice Period has the meaning set forth in Section 5.09(e).

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 1.13(f).

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

  • Mediation Notice has the meaning set forth in Section 7.06(c).

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Survival Period has the meaning set forth in Section 11.1.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: Aggregate Reduction Required Notice Period £$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ³$250,000,000 ten Business Days

  • Indemnification Threshold has the meaning set forth in Section 11.5.