Indemnification Procedures definition

Indemnification Procedures. With respect to each Claim, Agent shall notify Craxx xx writing pursuant to the notice instructions set forth for Borrower in Section 12.8 of the Agreement (or to such other notice address as Craxx xxall direct in writing to Agent pursuant to the provisions of Section 12.8) any Claim that is claimed to be the basis for indemnification pursuant to the immediately preceding paragraph. Upon receipt of any such notice of Claim, Craxx xxall, in good faith and at his own expense, pay, defend, contest, or otherwise protect against any such Claim with legal counsel reasonably acceptable to Required Guarantors. The Agent and each Guarantor shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. So long as Craxx xx defending in good faith any such Claim, the Agent and each Guarantor shall at all times fully and timely cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees available, and otherwise render reasonable assistance to, Craxx xx connection with the defense of such Claim. If Craxx xxils to timely defend, contest, or otherwise protect against any such Claim, then Agent and Guarantors shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims, or otherwise protect against any such Claim and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from Craxx, xncluding, without limitation, reasonable attorneys' fees, disbursements, and all amounts paid as a result of such Claim or any compromise or settlement thereof. Craxx xxall not settle any Claim without the prior written 47 consent of Required Guarantors, which consent may be withheld in the sole discretion of the Required Guarantors, unless such settlement involves only the payment of monetary damages by Craxx xxd includes a full and complete release of Agent and each Guarantor, and their respective representatives.
Sample 1
Indemnification Procedures. With respect to any third party claims for which a party seeks indemnification under this Section 11, the indemnification procedures set forth in Section 7.01(d)-(f) of the IPO and Distribution Agreement between eFunds and Deluxe Corporation dated as of March 31, 2000 shall apply, and are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein. With respect to any claims for indemnification which do not involve a claim by a third party, the procedures set forth in Section 14 hereof shall govern the parties' rights and obligations with respect thereto.
Sample 1
Indemnification Procedures. A party (the "indemnitee") which intends to claim indemnification under this Article 9 shall promptly notify the other party (the "indemnitor) in writing of any action, claim or liability in respect of which the indemnitee or any of its Affiliates, directors, officers, employees or agents intend to claim such indemnification. The indemnitee shall permit, and shall cause its Affiliates, directors, officers, employees and agents to permit, the indemnitor, at its discretion, to settle any such action; claim or liability and. agrees to the complete control of such defense or settlement by the indemnitor provided, however, that such settlement does not adversely affect the indemnitee's rights hereunder or impose any obligations on the indemnitee in addition to those set forth herein in order for it to exercise such rights. No such action, claim or liability shall be settled without the prior written consent of the indemnitor and the indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The indemnitee and its Affiliates, directors, officers, employees and agents shall cooperate fully with the indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification. The indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and expense.
Sample 1

Examples of Indemnification Procedures in a sentence

  • Indemnification Procedures The procedures set forth below shall apply to all indemnity obligations under this Contract.

  • Buyer will defend, indemnify and hold the Honeywell Indemnities harmless from and against any Claims arising out of Buyer’s non- compliance with this Section 26 and its subparagraphs, pursuant to the Indemnification Procedures of Section 18 (Indemnification).

  • Subject always to your compliance with Section 7.5 (Indemnification Procedures), We will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party.

  • Subject always to Your compliance with Section 7.6 (Indemnification Procedures), We, or Our licensor Genesys, will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party.

  • Subject always to your compliance with Section 7.5 (Indemnification Procedures), We will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Genesys Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party.

  • Buyer will defend, indemnify and hold the Honeywell Indemnities harmless from and against any Claims arising out of Buyer’s non-compliance with this Section 26 and its subparagraphs, pursuant to the Indemnification Procedures of Section 18 (Indemnification).

  • Subject to the provisions of paragraph 12.3 (Indemnification Procedures), Publisher agrees to defend, indemnify and hold harmless Developer and its affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) which arise in connection with the breach or an alleged breach by Publisher of any of its warranties set forth in paragraph 15 (Warranties of Publisher).

  • SURVIVAL 44 10.1 Survival of Representations and Warranties 44 10.2 Indemnification by Seller 44 10.3 Indemnification by Purchaser 45 10.4 Indemnification Procedures 46 10.4 Escrow 46 10.5 Exclusive Remedy 58 Article 11.

  • Indemnification Procedures........................................

  • XXV-2 25.4 Indemnification Procedures..................................................................................

Related to Indemnification Procedures

  • 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.

  • Dispute Resolution Procedures means the procedures outlined in Annexure A of the MSA Determination.

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

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

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

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

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

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • 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 means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • 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 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.

  • Dispute Resolution Procedure means the procedure for resolution of Disputes set forth in Article 26;

  • Reconciliation Procedures means those procedures set forth in Section 7.09 of this Agreement.

  • Auction Procedures means the auction procedures constituting Part II of the form of Statement as of the filing thereof.

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

  • Further Competition Procedure means the further competition procedure described in paragraph 3 of Framework Schedule 5 (Call Off Procedure);

  • AML/KYC Procedures means the customer due diligence procedures of a Reporting Finnish Financial Institution pursuant to the anti-money laundering or similar requirements of Finland to which such Reporting Finnish Financial Institution is subject.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

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

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

  • dispute resolution proceeding ’ means any process in which an alternative means of dispute resolution is used to resolve an issue in controversy in which a neutral is appointed and specified parties participate;

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Dispute Resolution Process means the process described in clause 9

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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