Claim Procedure Sample Clauses

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defens...

Claim Procedure. (i) Any Investor Entity seeking indemnification under this Section 12 shall, promptly upon becoming aware of the facts indicating that a claim for indemnification may be warranted, give a claim notice relating to such Loss (a "CLAIM NOTICE") to the Company, which Claim Notice shall specify the nature of the claim with reasonable specificity; PROVIDED, HOWEVER, that a failure or delay in giving a Claim Notice shall not affect the obligation of the Company to provide indemnification hereunder unless, and only to the extent that, the Company is materially prejudiced thereby. (ii) If an Investor Entity determines to seek indemnification under this Section 12 with respect to Losses resulting from the assertion of liability by a third party, the Company shall be entitled, if it so elects by written notice delivered to such Investor Entity within 10 days after receiving the applicable Claim Notice, to assume the defense thereof with counsel satisfactory to such Investor Entity. Notwithstanding the foregoing, such Investor Entity shall have the right to employ its own counsel to participate in its defense in any such case, but the fees and expenses of such counsel shall be at its own expense unless (A) the Company shall not have employed counsel satisfactory to the Investor Entity to represent the Investor Entity within a reasonable time after delivery of the notice referred to in the preceding sentence or (B) such Investor Entity shall reasonably determine that there is a conflict of interest between such Investor Entity and the Company with respect to such claim, in each of which case the fees and expenses of such counsel shall be borne by the Company. The Company shall not, without such Investor Entity's written consent, settle or compromise any of such claims, or consent to entry of any judgement in respect thereof, unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to such Investor Entity a release from all liability in respect of such claims. (iii) In the event that an Investor Entity asserts the existence of a claim with respect to Losses other than claims resulting from the assertion of liability by third parties, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such claim, including, without limitation, attorney fees.

Claim Procedure. In order that the indemnification provisions contained herein shall apply, upon the assertion of a claim or loss for which any party (the “Indemnitor”) may be required to indemnify another party (the “Indemnitee”), the Indemnitee shall promptly notify the Indemnitor of such assertion or loss, and shall keep the Indemnitor advised with respect to all developments concerning any such claim. The Indemnitor shall have the option to participate at its expense with the Indemnitee in the defense of any such claim. In the event that there is more than one Indemnitor with respect to any such claim, the Indemnitors shall agree as to their exercise of this option. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnitor may be required to indemnify it except with the Indemnitor’s prior written consent. The obligations of the Trust and SACS under this Section 4 shall survive the termination of this Agreement.

Claim Procedure. Unless stated otherwise all claims will be handled and overseen by the insurer. For each and every claim the insured and any person acting on behalf of the insured must: 3.3.1 immediately send the insurer copies of any request, demand, order, notice, summons, legal paper and all documents relating thereto in connection with an insured event as soon as received by the insured. In addition the insured must co-operate with the insurer or their appointed agents to allow them to comply with such relevant practice directions and pre-action protocols as may be issued and approved from time to time by the head of civil justice; 3.3.2 authorise the insurer to obtain medical records or other pertinent information upon request but only where legally permitted to do so in the event of an insured event involving bodily injury; 3.3.3 prove, if it is alleged that an event is not covered or that the indemnity is otherwise limited being war or an act of terrorism that the said exclusion or limit of indemnity does not apply, it being understood and agreed that any portion of an exclusion or limit of indemnity being found invalid, inapplicable or unenforceable will not in any way render the remainder of the exclusion or limit invalid, inapplicable or unenforceable.

Claim Procedure. A. If the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extende...

Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives shall deliver to the Parent a Response in which the Stockholder Representatives shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.

Claim Procedure. (a) The Indemnified Parties will give written notice (a "Claim Notice") to the Sellers containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Parties, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known. The Claim Notice must be delivered in accordance with Section 10.1 hereto. (b) Within 30 days after delivery of a Claim Notice, the Sellers will deliver to the Indemnified Parties a written response to such Claim Notice. If the Sellers fail to so respond within 30 Days after delivery of the Claim Notice, then the Sellers will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. CHIDMS1/2982920.1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) If, within 30 days after delivery of the Claim Notice, the Sellers deliver a written notice in accordance with Section 10.1 hereof disputing the Indemnified Parties’ entitlement to indemnification for the Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 10.10. (d) Any indemnification obligation pursuant to this ARTICLE 9 may be satisfied by a reduction by the Purchasers from any amounts which may become payable pursuant to the Earn Out Amount.

Claim Procedure. 5.1. For processing a claim request under this Policy, We will require all of the following documents: i. claimant’s statement in the prescribed form; ii. original Policy document; iii. death certificate issued by the local/municipal authority (only in the case of the death of the Life Insured);