Notice and Settlement of Claims Sample Clauses

Notice and Settlement of Claims. (a) In the event that either party to this Agreement becomes aware of any material fact giving rise to any obligation of the other party under this Article XII, including, but not limited to, any claim or any litigation brought by a third party which may give rise to any such obligation, such party shall promptly, but in no event later than seven (7) Business Days, provide the other party with a notice describing the same. Failure to provide a notice within such seven (7) Business Day period shall not relieve such other party of its obligations under this Article XII, unless such failure materially prejudices the rights or increases the liability of such other party, and then, such other party's liability shall be reduced only by the amount that it actually has been damaged by such failure.
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Notice and Settlement of Claims. A Party seeking the benefit of an indemnity under this Article 15 shall give the other Party written notice of any claim giving rise to the indemnity promptly after such Party learns of the same. The indemnifying Party may, at its own cost, conduct negotiations for the settlement of such claim and any litigation that may arise therefrom. The Party claiming the benefit of the indemnity shall not make any admission that might be prejudicial to the indemnifying Party EXECUTION COPY unless the indemnifying Party fails to take over the conduct of the negotiations or litigation within a reasonable time after having been so requested. The indemnifying Party shall not settle any indemnified claim without the indemnified Party’s prior written approval (not to be unreasonably withheld or delayed). The Party claiming the benefit of the indemnity shall, at the request of the other Party, provide reasonable assistance for the purpose of contesting any such claim or action, and shall be paid all reasonable costs incurred in doing so and shall have the right to have its own counsel, at its expense, participate in the defense and negotiation of the claim or action.
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Notice and Settlement of Claims. Subservicer will be responsible for the management and administration of all loan level Actions relating to the Mortgage Loans, as set forth in the Servicing Agreement. Without limiting the applicability of any other notice provisions in this Agreement, Subservicer shall provide notice of any non-routine litigation or other indemnifiable matter involving Xxxxxx Xxx, an Asset or the Servicing Rights by sending an e-mail to [xxxxxxxxxxxxxxxxxxxxxxxxx_xxxxxxxxxx@xxxxxxxxx.xxx], or by such other means as may be reasonably requested by Xxxxxx Xxx, within ten (10) days of its receipt or knowledge thereof. provided, that if it is necessary to answer or respond to any such claim or take any other action within a shorter timeframe in order reduce the likelihood of success of such claim or the Losses that may result, Subservicer shall provide earlier notice thereof, and Xxxxxx Xxx shall have no liability for any Losses resulting from a delay in delivery of such notice by Subservicer. Such notice shall include all available information relevant to the Action or claim, as well as to the question whether a third party (such as a Prior Servicer) should be notified of and/or assume control of responding to or defending the Claim, to the extent known by Subservicer. Xxxxxx Xxx shall have the right to assume some or all of the control or defense of any subservicing claim or Action, including by transfer of some or all of the control or defense of such subservicing claim to a Prior Servicer or other third party. In connection therewith, Subservicer shall make available such information and assistance as Xxxxxx Xxx or such Prior Servicer or other third party may reasonably request, including any witnesses, pertinent records, materials and information in Subservicer’s possession or under Subservicer’s control, at Fannie Mae’s, Prior Servicer’s or other third party’s expense. If Subservicer retains control over the defense of a subservicing claim or Action as permitted herein, Subservicer and Xxxxxx Xxx (and to the extent requested by Xxxxxx Xxx, the applicable Prior Servicer or other third party) shall confer in good faith, and Subservicer shall reasonably consider suggestions from Xxxxxx Xxx and its counsel regarding the control or defense of the subservicing claim or Action. The parties may jointly agree upon counsel reasonably acceptable to such parties to represent them to defend the subservicing claim, and when appropriate, shall enter into joint defense agreements for r...
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Notice and Settlement of Claims. 17.4.1 A party seeking the benefit of an indemnity shall give the other party prompt notice of any claim giving rise to the indemnity. The indemnifying party may at its own cost conduct negotiations for the settlement of such claim and any litigation that may arise there from. The party claiming the benefit of the indemnity shall not make any admission (other than appropriate admissions in strict liability actions) which might be prejudicial to the indemnifying party unless the indemnifying party fails to take over the conduct of the negotiations or litigation within a reasonable time after having been so requested. The party claiming the benefit of the indemnity shall have the right to have its own counsel, at its expense, participate in the defense and negotiation of the claim or action.
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Notice and Settlement of Claims. A party seeking the benefit of an indemnity shall give the other party prompt notice of any claim giving rise to the indemnity. The other party may at its own cost conduct negotiations for the settlement of such claim and any litigation that may arise there from. The party claiming the benefit of the indemnity shall not make any admission which might be prejudicial to the other party unless the other party fails to take over the conduct of the negotiations or litigation within a reasonable time after having been so requested. The other party may not, however, conduct such negotiations or litigation before it has given the party claiming the benefit of the indemnity a reasonable security in circumstances where the party claiming the benefit of the indemnity does not possess such reasonable security. The security shall be for an amount which is an assessment of the compensation, damages, expenses and costs for which the party claiming the benefit of the indemnity may become liable and which are the subjects of the indemnity under this Article 17. The party claiming the benefit of the indemnity shall, at the request of the other party, provide all available assistance for the purpose of contesting any such claim or action, and shall be paid all reasonable costs incurred in doing so.
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Notice and Settlement of Claims. (a) The Company will promptly notify the Reinsurer in writing after receipt of any information regarding a claim for Benefits Payments and the institution of any legal proceeding in respect of such claim. The Reinsurer will be furnished copies of any proofs or other documents bearing on such claim or proceeding upon request.
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Notice and Settlement of Claims. 37 ARTICLE XIII SUCCESSOR TO THE COMPANY ................................... 38 Section 13.01. Successor to the Company ................................ 38 ARTICLE XIV ANTI-MONEY LAUNDERING ....................................... 39 Section 14.01. Compliance .............................................. 39
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Notice and Settlement of Claims. Each Party to this Agreement shall promptly notify the other Party in writing of the existence of any material fact known to it giving rise to any obligations of the other Party under this Article VIII and, in the case of any Claim that may give rise to any such obligations (other than Investor requests or demands for repurchase of a Mortgage Loan, which shall be administered by the Parties in accordance with Section 8.02), and each Party shall promptly notify the other Party of the making of such Claim as and when same becomes known to it. In no event shall the indemnifying Party be liable for any Losses that result from a delay in the indemnified Party providing such notice. The indemnifying Party may, at its own cost and expense, assume and control defense of any Claim, including, without limitation, the right to designate counsel and to control all negotiations, litigation, settlements, compromises and appeals of any such Claim or potential Claim. The indemnified Party shall reasonably cooperate with the indemnifying Party and its counsel, and may participate at its own cost and expense. Neither the indemnifying Party nor the indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any such Claim without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Following the discharge of the indemnifying Party’s obligations, the indemnified Party shall, subject to Applicable Requirements, assign to the indemnifying Party any and all related claims against applicable third parties. Within fifteen (15) days after receipt, the indemnified Party shall refund to the indemnifying Party the amounts of all recoveries received by the indemnified Party with respect to any Claim for which it received indemnification for all of its Losses related to such Claim from the indemnifying Party under this Article VIII.
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Notice and Settlement of Claims of PSE and Surviving Corporation; Arbitration. If PSE (the "Indemnified Party") or the Surviving Corporation suffers or incurs any Damages (other than Damages with respect to Tax Liabilities or third party claims covered by Section 9.6), and if a claim for indemnification in respect thereof is to be made under Section 9.2, the Indemnified Party shall give notice to the Shareholders Representative within ninety (90) days of PSE acquiring actual knowledge thereof (other than third-party claims for which PSE seeks indemnification, with respect to which PSE shall provide prompt written notice as soon as practicable, and in any event within thirty (30) days of obtaining Knowledge thereof), describing such Damages, the amount thereof, if known, and the method of computation of such Damages, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which a breach has occurred and such Damages have been suffered or incurred. Promptly after any such notice has been given the parties shall endeavor to resolve any disputes with respect to the matters set forth in such notice. If the Shareholders Representative and the Indemnified Party cannot reach agreement within sixty (60) days after such notice has been given, then the matter shall be submitted
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Related to Notice and Settlement of Claims

  • Defense and Settlement The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.

  • Claims and Settlements Each party shall, within five (5) days after the making of any claim under the Bond, provide UMB Fund Services, Inc. (“UMBFS”) with written notice of the amount and nature of such claim, and UMBFS will provide written notice to all other parties within five (5) days of receipt. Each party shall, within five (5) days of the receipt thereof, provide UMBFS with written notice of the terms of settlement of any claim made under the Bond by such party, and UMBFS will provide written notice to all other parties within five (5) days of receipt. In the event that two or more parties shall agree to settlement with the fidelity company of a claim made under the Bond with respect to a single loss, such parties shall, within five days after settlement, provide UMBFS with written notice of the amounts to be received by each claiming party under Section 4 hereof, and UMBFS will provide written notice to all other parties within five (5) days of receipt. The officer(s) of the respective parties designated as responsible for filing notices required by paragraph (g) of the Rule 17g-1 under the Act shall give and receive any notice required hereby.

  • Release and Full Settlement As a condition to the receipt of any severance compensation and benefits under this Agreement, Executive must first execute a release and agreement, in a form reasonably satisfactory to Company, which (a) shall release and discharge Company and its affiliates, and their officers, directors, employees, and agents, from any and all claims or causes of action of any kind or character, including all claims or causes of action arising out of Executive’s employment with Company or its affiliates or the termination of such employment, and (b) must be effective and irrevocable within 55 days after the termination of Executive’s employment. If Executive is entitled to and receives the benefits provided hereunder, performance of the obligations of Company hereunder will constitute full settlement of all claims that Executive might otherwise assert against Company on account of Executive’s termination of employment.

  • Defense and Settlement of Third Party Claims (i) The Indemnifying Person shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to assume the defense of the Indemnified Person against the Third-Party Claim specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party Claim, the Indemnifying Person shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no injunctive or equitable is entered against any Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability.

  • PAYMENT AND SETTLEMENT You shall deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Xxxxxxx Xxxxx Xxxxxx Inc., for (i) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you, (ii) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of such of the Firm Securities to be purchased by you as shall have been retained by or released to you for direct sale as contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in the applicable AAU, as the Manager shall advise. You shall make similar payment as the Manager may direct for Additional Securities, if any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which shall have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be settled through the facilities of DTC or other clearinghouse facility, payment for and delivery of Securities purchased by you shall be made through such facilities, if you are a member, or, if you are not a member, settlement shall be made through your ordinary correspondent who is a member.

  • Compromise and Settlement No compromise, settlement, release, renewal, extension, indulgence, change in, waiver or modification of any of the Obligations or the release or discharge of Borrower from the performance of any of the Obligations shall release or discharge Guarantor from this Guaranty or the performance of the obligations hereunder.

  • Defense; Settlement Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

  • Clearance and Settlement If the Pricing Agreement specifies that the Securities will clear and settle through one or more clearing systems, the Securities will be eligible for clearance and settlement through such clearing system or systems.

  • Cooperation in Defense and Settlement (a) With respect to any Third Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 5.4.

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