Action on Claims Clause Samples

Action on Claims. The Indemnitor shall give written notice to ---------------- Indemnitee within thirty (30) days after receipt of the notice required in the preceding paragraph advising whether it acknowledges its obligation to indemnify Indemnitee with respect to the Claim or it disputes its obligation to indemnify Indemnitee with respect to the Claim or the amount of such Claim. If the Indemnitor acknowledges its indemnification obligation with respect to the Claim, and (i)such Claim is based upon an asserted liability or obligation to a Person that is not a party to this Agreement (a "Third Party Claim"), Indemnitor ----------------- shall have the right to defend or settle such Third Party Claim or (ii) such Claim is not a Third Party Claim, and if Seller or any of the Shareholders is the Indemnitor, Indemnitee shall be entitled to satisfy such Claim as provided in subparagraph (c); provided, however, that if any Buyer Party is the -------- ------- Indemnitee, Indemnitor shall have the right to defend or settle a Third Party Claim only if the Indemnitor deposits with the Indemnitee the amount of the Third Party Claim. Notwithstanding the foregoing, Indemnitor may not settle any Third Party Claim unless it contains a full unconditional release of the Indemnitee and unless the Indemnitee consents in writing, which consent shall not be unreasonably withheld. If the Indemnitor is not entitled to defend or settle a claim pursuant to the proviso set forth in this subparagraph (b) or because Indemnitor does not acknowledge its indemnification obligation with respect to the Claim, Indemnitor shall be deemed to have waived its right to defend or settle such Claim (if a Third Party Claim), and Indemnitee shall have the right to defend or settle such Claim (if a Third Party Claim) or take action to resolve or remedy any Claim that is not a Third Party Claim and shall continue in either case to be entitled to indemnification pursuant to this Article. If Indemnitor does not believe that such proposed settlement is being made in good faith under the circumstances, its sole remedy shall be to assume the defense of such Claim. In order to assume the defense of any such Claim, Indemnitor must (i) acknowledge its indemnification obligation with respect to the Claim and (ii) deposit with Indemnitee the amount of the Claim. This Section 12.3(c) shall not be construed to reduce or lessen the obligation of --------------- Indemnitor under this Article if prior to the expiration of the thirt...

Action on Claims. 1. The Department’s failure to respond to a full and final documentation of Claim within 60 days shall constitute the Department’s rejection of the Claim. If the Department finds the Claim or any part thereof to be valid, the Department will (a) deliver to Developer written notice of determination authorizing such partial or whole Claim; (b) pay such Claim to the extent deemed valid (as to Extra Work Costs and Delay Costs, by one of the methods set forth in Section 9.3); and (c) grant a commensurate Completion Deadline adjustment, if applicable, as provided in the Contract Documents. 2. If Developer disagrees with the Department’s determination with respect to a Claim, ▇▇▇▇▇▇▇▇▇’s sole option is to dispute the Department’s final decision through the Dispute Resolutions Procedures. FAILURE OF DEVELOPER TO CONFORM TO THE DISPUTE RESOLUTION PROCEDURES SHALL CONSTITUTE A FAILURE TO PURSUE DILIGENTLY AND EXHAUST THE ADMINISTRATIVE PROCEDURES IN THE CONTRACT DOCUMENTS AND SHALL OPERATE AS A BAR TO LITIGATION OF THE CLAIM.

Action on Claims. In any action brought on any claim of any kind herein released, this Indemnification may be pled by the defending party as a defense or by way of counterclaim or cross-claim. The prevailing party in such an action shall be entitled to its reasonable attorneys' fees and costs from the opposing party.

Action on Claims. 99 (i) Acknowledgment of Obligation of Indemnity...............................................99 (ii) Acknowledged Claims....................................................................99 (iii) Unacknowledged Third Party Claims....................................................100 (c) Satisfaction of Non-Third Party Claims.................................................101 (i) Nonremedial Claims.....................................................................101 (ii) Remedial Claims.......................................................................102 (d) Actions Required to Minimize Damages and Penalties.....................................103 10.4. Nature and Survival of Representations and Warranties and Certain Liabilities......................104 10.5. [INTENTIONALLY OMITTED]............................................................................105 10.6. Remediation........................................................................................105 10.7. Failure to Notify, etc.............................................................................110 10.8. Fees ..............................................................................................110