Notice of Indemnification Claim definition

Notice of Indemnification Claim has the meaning specified in Section 9.7.
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Notice of Indemnification Claim has the meaning set forth in Section 7.7(a).
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Notice of Indemnification Claim shall have the meaning set forth in Section 9.8(a).
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Examples of Notice of Indemnification Claim in a sentence

  • If the indemnifying party does not notify the indemnified party within thirty (30) calendar days after receipt of the Notice of Indemnification Claim that the indemnifying party elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party.

  • If a claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Section 6, such indemnified party shall promptly notify the indemnifying party of such claim in writing ("Notice of Indemnification Claim").

  • During the thirty (30) day period commencing upon the receipt by the Indemnitor of a Notice of Indemnification Claim, the Indemnitor may deliver to the Parent Indemnitee and the Escrow Agent a written response (the “ Response Notice”) in which the Indemnitor: (i) agrees that the full Claimed Amount is owed to the Parent Indemnitee; (ii) agrees that part (but not all) of the Claimed Amount is owed to the Parent Indemnitee; or(iii) asserts that no part of the Claimed Amount is owed to the Parent Indemnitee.

  • If, at any time on or prior to the expiration of a representation or warranty, any Indemnitee (acting in good faith) delivers to the Representative a Notice of Indemnification Claim alleging an inaccuracy in or a breach of any of such representations or warranties and asserting a claim for recovery under Section 7.2 based on such inaccuracy or breach, then the claim asserted in such Notice of Indemnification Claim shall survive until such time as such claim is fully and finally resolved.

  • The indemnity contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed).(c) Notice of Indemnification Claim.

  • Investment in joint ventures (Continued) The Group jointly controls the venture with another partner under the contractual agreement and requires unanimous consent for all significant decisions over the relevant activities.

  • The Purchaser shall not exercise the Right of Set-Off except in accordance with the indemnification procedures set forth in Article 8 of this Agreement (including, without limitation, the requirement that Purchaser deliver a Notice of Indemnification Claim with respect to such set-off pursuant to Section 8.5(a) of this Agreement).

  • INDEMNIFICATION 49 12.1 Indemnification by the Seller 49 12.2 Indemnification by the Tenant 49 12.3 Indemnification by Heritage 50 12.4 Indemnification by Purchaser 50 12.5 Indemnification Procedure; Notice of Indemnification Claim.

  • A Buyer shall provide the Designated Senior Debt Representative (as defined in the Certificate of Designations) written notice ("Notice of Indemnification Claim") via facsimile and overnight courier at least 10 Business Days prior to a payment by the Company to such Buyer pursuant to this Section 8.

  • The delivery of a Notice of Indemnification Claim pursuant to this Section 9.8(a) shall toll, for the sole purpose of such claim, any applicable statute of limitations until the indemnification claim contained therein is fully and finally resolved.


More Definitions of Notice of Indemnification Claim

Notice of Indemnification Claim shall have the meaning set forth in Section 6.4(a) of the Agreement.
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Notice of Indemnification Claim is defined in Section 12.8(a).
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Notice of Indemnification Claim shall have the meaning given to such term at Section 6.6(a).
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Notice of Indemnification Claim means a certificate signed by any officer of the Indemnified Party: (A) stating that an Indemnified Party has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Damages and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated and the nature of the indemnifiable matter to which such item is related.
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Notice of Indemnification Claim shall have the meaning set forth in Section 7A(iii).
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Notice of Indemnification Claim shall have the meaning as set forth in Section 7.6(a).
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Related to Notice of Indemnification Claim

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

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

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

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

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

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

  • 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.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnity Claim has the meaning set forth in Section 8.3.

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

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

  • Third Party Claims has the meaning set forth in Section 11.1.

  • 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.

  • 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.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

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

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

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

  • 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.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • First party claimant means an individual, corporation, association, partnership or other legal entity asserting a right to payment under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such policy or contract;