Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidenci...
Indemnification Claims. (a) Any Indemnitee that receives notice of any Third Party Action shall give written notification to the Indemnifying Party of the commencement of such Third Party Action. Such notification shall be given within twenty (20) calendar days after receipt by the Indemnitee of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnitee) the facts constituting the basis for such Third Party Action and the amount of the claimed damages. No delay or failure on the part of the Indemnitee in so notifying the Indemnifying Party shall relieve such Indemnifying Party of any Liability hereunder except to the extent of any Liability caused by or arising out of such delay or failure. Within twenty (20) calendar days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnitee, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnitee; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnitee on behalf of all Indemnifying Parties that any damages, fines, costs or other Liabilities that may be assessed against the Indemnitee in connection with such Third Party Action constitute Damages for which the Indemnitee shall be indemnified pursuant to this Article VI, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund (if the Indemnifying Party is any Seller) or the amount of Damages for which the Buyer is potentially liable under this Article VI in connection with such Third Party action (if the Indemnifying Party is the Buyer), and (C) only if the Buyer is the Indemnitee, an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Indemnitee or the business, operations or future conduct of the Indemnitee and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving Taxes or criminal Liability or in which equitable relief is sought against the Indemnitee or any of its subsidiaries or Affiliates. The Indemnitee is hereby authorized (but not obligated) prior to and during the twenty (20) calendar day period referred to in the precedi...
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
Indemnification Claims. 46 6.4 Survival of Representations and Warranties.............................................................48 6.5 Limitations............................................................................................49
Indemnification Claims. If either party hereto (the "Claimant") wishes to assert an indemnification claim against the other party hereto, the Claimant shall deliver to the other party a written notice setting forth:
Indemnification Claims. All claims for indemnification by Xxxxx will be asserted and resolved as follows: If a claim or demand for which Xxxxx may claim indemnity is asserted against or sought to be collected from Seller by a third party, Buyer shall as promptly as practicable give Notice to Seller; provided, failure to provide this Notice will relieve Seller only to the extent that the failure actually prejudices Seller.
Indemnification Claims. 8.3.1 If any claim contemplated by this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties (in either case, the “Indemnified Parties”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless the Indemnified Party is materially prejudiced by such failure) and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:
Indemnification Claims. (a) Subject to the terms of this Agreement, no Persons that may be entitled to be indemnified hereunder (the “Indemnified Party”) shall be entitled to recover any Damages pursuant to the indemnification obligations set forth in Section 12.2 or 12.3 hereof unless and until the party or parties liable for such indemnification (the “Indemnifying Party”) receives a written notice (a “Notice of Claim”) of a claim for indemnification under Section 12.2 or 12.3, as the case may be (an “Indemnification Claim”) (with a copy to the Escrow Agent, in the case of a Parent Indemnified Party), which in the case of claims for Damages pursuant to the indemnification obligations set forth in Section 12.2 shall constitute notice to all Sellers, stating (i) that an Indemnified Party has actually suffered or incurred Damages for which such Indemnified Party believes in good faith that it may be entitled to indemnification, or believes in good faith that an Indemnified Party could suffer or incur Damages for which such Indemnified Party believes in good faith that it may be entitled to indemnification, (ii) to the extent then known by the Indemnified Party, a brief description, in reasonable detail, of the facts, circumstances or events giving rise to the Indemnification Claim (and the Damages, to the extent known, forming the basis of such Indemnification Claim), including to the extent then known by the Indemnified Party the identity and address of any third-party claimant and copies of any formal demand or complaint, and (iii) the representation, warranty or covenant of this Agreement that may form the basis of such Indemnification Claim. To be valid pursuant to this Section 12.5, a Notice of Claim relating to an Indemnification Claim must be received by the Indemnifying Party prior to the expiration of the representation or warranty forming the basis of such claim, and any delivery or attempted delivery of a Notice of Claim after such expiration date shall be void and of no force or effect.
Indemnification Claims. Notwithstanding the foregoing Sections 3.1 ---------------------- and 3.2, each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with the defenses of the Indemnified Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party shall consent to entry of any judgment or enter into any settlement without the consent of each Indemnifying Party.
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows: If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor. Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval. Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
