Indemnity Notice. The term "Indemnity Notice" shall have the meaning set forth in Section 14.3(d).
Indemnity Notice. The Indemnified Party shall notify the Indemnifying Party promptly, but in no event later than thirty (30) days, after receipt of notice of the commencement of any Claim against the Indemnified Party with respect to which the indemnity set forth in Section 12.1 may apply. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that (a) if the defendants in or a party to any such Claim include both an Indemnitee and the Indemnifying Party and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then each such Indemnitee shall have the right (at the Indemnifying Party’s expense) to select separate counsel to assert such legal defenses and to otherwise participate in the defense of the Claim on behalf of such Indemnitee; (b) if the Claim cannot by its nature be defended solely by the Indemnifying Party, the Indemnitee shall use Commercially Reasonable Efforts to cooperate with the Indemnifying Party in its contest of the Claim and to make available all information and assistance as the Indemnifying Party may reasonably request at the expense of the Indemnifying Party; (c) the Indemnifying Party shall not be entitled to assume and control the defense of any such Claim without the prior Consent of the Indemnitee if and to the extent such Claim involves the potential imposition of criminal liability on the Indemnitee or may subject the Indemnitee to new or additional regulation; and (d) the Indemnifying Party shall not, without the prior Consent of the Indemnitee, consent to the entry of any judgment against such Indemnitee or enter into any settlement or compromise that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee a release, in form and substance satisfactory to the Indemnitee, from all liability in respect of such Claim, except the payment of money that will be paid by the Indemnifying Party.
Indemnity Notice written notification of a claim for indemnity under Article 9, other than a Third Party Claim, made by an Indemnified Party to an Indemnifying Party pursuant to Section 9.05(b);
Indemnity Notice. No party shall be entitled to assert any claims against the other for misrepresentations or breaches of representations and warranties under or pursuant to this Agreement (or for indemnification under Article 7 hereof for such misrepresentations or breaches of representations and warranties), unless the party asserting such claim shall notify the other of such claim with reasonable specificity and outlining the basis of alleged liability within the survival period of the applicable representation and warranty and in the event of such notice the party asserting such claim shall be entitled to pursue and seek recovery for all Losses relating thereto, subject to the limitations set forth in Article 7.
Indemnity Notice. Section 8.3 Indentures...................................................... Section 9.1
Indemnity Notice. Buyer and Seller each agree to give the other party prompt notice of any circumstance under which such other party would have a claim for indemnity pursuant to this Article 11.
Indemnity Notice. This Article will be subject to the provisions of Article X. In addition, effective eighteen months after the Closing Date, Linvatec hereby releases 3M from any claim (whether known or unknown) relating to intellectual property or this Article that is not the subject of written notice provided to: Chief Intellectual Property Counsel, 3M Office of Intellectual Property Counsel, P.O. Box. 33427, St. Paul, Minnesota 55133-3400, xxxxxx xxxxxxxx months after the Closing Date.
Indemnity Notice. Section 10.4(b) Independent Auditor......................... Section 1.4
Indemnity Notice. Upon the occurrence of an event which the ---------------- Buyer in good faith believes constitutes the basis for indemnification by the Sellers pursuant to Section 9.2 of the Stock Purchase Agreement (an "INDEMNITY CLAIM"), the Buyer shall promptly (and in any event prior to the final Payment Date) furnish the Sellers and the Escrow Agent with written notice of such event (an "INDEMNITY NOTICE"), setting forth in reasonable detail the basis for such Indemnity Claim and the Buyer's then good faith belief and estimate of the reasonably foreseeable maximum dollar amount of the Sellers' indemnification obligations with respect thereto (the "ESTIMATED CLAIM AMOUNT"). The Buyer shall thereafter, upon request, acting reasonably and in good faith, make available to the Sellers all relevant information which is material to such Indemnity Claim and which is in or comes into the possession of the Buyer.
Indemnity Notice. In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "INDEMNITY NOTICE") describing in reasonable detail the nature of the Claim, the Indemnified Party's best estimate of the amount of damages attributable to such Claim and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 30 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such Claim, the Indemnifying Party shall be deemed to have disputed such Claim. If the Indemnifying Party has disputed (or is deemed to have disputed) such Claim, such dispute shall be resolved by arbitration in accordance with Section 9.1. The Indemnifying Party shall pay amounts required to be paid to the extent not disputed within 30 days following the notice to such Party of the Claim.
