Election to Defend Sample Clauses

Election to Defend. An Indemnifying Party may elect to defend (and, unless, as set forth below, the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim for which indemnification is available under this Article III. Within 30 days after the receipt of notice from an Indemnitee in accordance with Section 3.08(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as set forth in the next sentence. In the event that the Indemnifying Party has elected to assume the defense of a Third Party Claim for which indemnification is available under this Article III but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.
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Election to Defend. Within thirty (30) days after receipt ----------------- of the Claim Notice, or such shorter period as is required to avoid prejudice in defense of the Third Party Claim, Indemnifying Party may elect to defend the Third Party Claim at its own expense if it acknowledges in writing that it is fully responsible for all damages relating to such Claim Notice, without reservation of rights, and pays all damages with respect thereto incurred as of the date of such acknowledgment (including all attorneys' fees and expenses of any counsel employed by the Indemnified Party in respect of such claim incurred through the date of such acknowledgment). Notwithstanding the foregoing, the Indemnified Party shall also 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 Indemnifying Party timely elects to defend a Third Party Claim, then Indemnifying Party shall do so with counsel of its choosing, but which counsel shall be reasonably acceptable to the Indemnified Party and, subject to the limitations set forth in this section (ii) and section (iv) below, may compromise or settle such action. The Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) there is a reasonable probability that the claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, including by having a detrimental impact on the Indemnified Party's reputation or future business prospects, (C) the claim seeks an injunction or equitable relief against the Indemnified Party or (D) upon petition by the Indemnifying Party, the appropriate court rules that the Indemnifying Party. failed or is failing to vigorously prosecute or defend such claim. (iii) Failure to Undertake Defense. If Indemnifying Party does ---------------------------- not timely elect to defend a Third Party Claim, then the Indemnified Party may undertake the defense thereof with counsel of its choosing and may compromise or settle such action on behalf of and for the account and risk of the Indemnifying Party. Thereafter, each of the parties (and its respective counsel) shall timely provide information (including without li...
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Election to Defend. It shall be the Insured's obligation, and not the underwriter's duty to defend any suit or legal proceeding brought against the Insured. At the Underwriter's election, the Insured shall permit the Underwriter to conduct the defense of such suit or legal proceeding, in the Insured's name, through attorneys of the Underwriter's selection. In such event, the Insured shall give all reasonable information and assistance which the Underwriter shall deem necessary to the defense of such suit or legal proceeding.
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Election to Defend. If the Corporation should elect to assume the defense of a claim on behalf of the Indemnitee as provided in Section 3.1 (the "Election"), then: (1) the Corporation shall give the Indemnitee prompt written notice of the Election (the "Election Notice"); (2) the Corporation shall be obligated to defend the claim in good faith and in a manner consistent with the best interests of the Indemnitee; (3) provided the Corporation defends the claim in good faith and no conflict of interest develops between the Corporation and the Indemnitee with respect to such claim, the Corporation shall not be liable for any Expenses incurred by the Indemnitee in connection with defending or otherwise contesting the claim after the Indemnitee has received the Election Notice; and (4) the Corporation shall not settle or compromise such the claim on any basis or in any manner that would impose any liability, limitation or restriction of any kind on the Indemnitee without his or her express written consent.
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Election to Defend. The Stockholder Representative shall have the right to assume and control the defense of any Third Party Claim that is only for monetary damages, by the Stockholder Representative’s own counsel, which shall be reasonably acceptable to the Parent, upon written notice (the “Election to Defend”) to the Parent to that effect within 15 Business Days after the Stockholder Representative’s receipt of the Third Party Claim Notice. In the event that the Stockholder Representative assumes the defense of any Third Party Claims, subject to Section 9.8.3: (i) the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by the Stockholder Representative in connection with defending such Third Party Claim are to be paid out of the Stockholder Representative Reimbursement Fund; and (ii) the Parent shall have the right, at its own cost and expense, to participate in the defense of such Third Party Claim; provided, however, that notwithstanding the foregoing: (A) if in the reasonable opinion of the Parent, there is a conflict of interest between any Company Holder and the Stockholder Representative, on the one hand, and the Parent Indemnified Parties, on the other hand, then the reasonable cost of one separate legal counsel and, if necessary, one separate local counsel in the jurisdiction in which the action is located, for the Parent shall be reimbursed by the Stockholder Representative out of the - 68 - Stockholder Representative Reimbursement Fund; (B) the Stockholder Representative may not maintain control of the defense, appeal or settlement of any claim of infringement brought by a Third Party against any Relevant Company in connection with the development, manufacturing, licensing, marketing, importation, offer for sale, sale or use of any Product or Company Intellectual Property; and (C) the Stockholder Representative may not maintain control of the defense, appeal or settlement of any Third Party Claim if the Stockholder Representative fails to defend in good faith the Third Party Claim. If the Stockholder Representative chooses not to defend any Third Party Claim by failure to deliver on a timely basis the Election to Defend, the Parent may defend against such Third Party Claim and, subject to Section 9.8.3, consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner it may deem appropriate, and thereafter seek indemnification pursuant to this Article 9 for Damages res...
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Election to Defend. “Election to Defend” shall have the meaning set forth in Section 10.6(b) of this Agreement.
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Related to Election to Defend

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • SECTION 1102. Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least five Business Days prior to giving notice of such redemption (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To ______________: The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number: ________________________ __________________________________________________________________________ (Please print name and address) __________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ________________________ __________________________________________________________________________ (Please print name and address) __________________________________________________________________________ Dated: _________, 20____ _____________________________ Signature Signature Guaranteed:

  • Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Kismet Acquisition Two Corp. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. Date: [ ], 20 (Signature) (Address) (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG KISMET ACQUISITION TWO CORP. (THE “COMPANY”), KISMET SPONSOR LIMITED AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. NO. [ ] WARRANT

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

  • FORM OF ELECTION TO EXERCISE (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Schedule 1 Canadian chartered bank, a member of a recognized stock exchange or a member of a recognized Medallion Guarantee Program. (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature (To be attached to each Rights Certificate.)

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