Claim Resolution. The resolution of any Claim (“Claim Resolution”) will occur, if at all, only in accordance with the following provisions and sequence:
Claim Resolution. Anything in this Section 11.3 to the contrary notwithstanding, (a) if there is a reasonable probability that a third party Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments, the Indemnitee shall have the right, at its own cost and expense, to defend, compromise or settle such Claim; provided, however, that if such Claim is settled without the Indemnitor’s consent (which consent shall not be unreasonably withheld or delayed), the Indemnitee shall be deemed to have waived all rights hereunder against the Indemnitor for money damages arising out of such Claim, and (b) the Indemnitor shall not, without the written consent of the Indemnitee, settle or compromise any Claim or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee a release from all liability in respect to such Claim or (ii) if such settlement, compromise or consent involves the imposition of equitable remedies or the imposition of any obligations on such Indemnitee other than financial obligations for which such Indemnitee will be fully indemnified hereunder.
Claim Resolution. The Parties recognize that, during the term of this Agreement and for a period thereafter, certain risk management issues, legal issues, claims or actions may arise that involve or could potentially involve the Parties and their respective employees and agents. The Parties further recognize the importance of cooperating with each other in good faith when such issues, claims or actions arise, to the extent such cooperation does not violate any applicable laws, cause the breach of any duties created by any policies of insurance or programs of self-insurance, or otherwise compromise the confidentiality of communications or information regarding the issues, claims or actions. As such, the Parties hereby agree to cooperate in good faith, using their best efforts, to address such risk management and claims handling issues in a manner that strongly encourages full cooperation between the Parties.
Claim Resolution. Stockholders shall have a period of twenty (20) days after receipt of a notice of claim within which to notify Dxxxx of its disagreement with all or a portion of said claim or, in the case of a potential or contingent claim, the estimated amount of such claim. Notice to Dxxxx shall be provided in accordance with Section 10.6 hereof. If Dxxxx has not received notice of disagreement from Stockholders within the 20-day period, the amount of the claim shall be compensable in full. If Dxxxx receives within the 20-day period a notice of disagreement regarding only a portion of a claim, the portion of the claim, to the extent such claim is actual as opposed to potential or Most Recent Balance Sheet contingent, not subject to disagreement shall be compensable in accordance with this Section. If Dxxxx and Stockholders are unable to resolve such matter within thirty (30) days of Stockholders' notice, then the dispute may be resolved by arbitration in accordance with Section 10.5 or by agreement between the parties. The prevailing party to any such arbitration shall be entitled to indemnification for its reasonable attorneys' fees and filing fees to the extent awarded by the arbitrator or arbitrators. To the extent Dxxxx timely delivers a notice of a potential or contingent claim, Dxxxx shall deliver a subsequent notice to the Stockholders in accordance with Section 10.6 on or following the date such claim becomes an actual quantifiable claim. Each such subsequent notice shall, for purposes of this Section 8.3(b), be treated the same as other notices delivered pursuant to this Section 8.3(b), i.e., the Stockholders shall have the right to dispute and arbitrate all or a portion of said claim.
Claim Resolution. 8.2.1 The parties shall attempt in good faith to resolve promptly through negotiation any Claim arising out of or relating to the Contract Documents. If a Claim should arise, UTA’s Project Manager and Contractor’s Project Manager will meet at least once to attempt to resolve the Claim. For such purpose, either may request the other to meet within seven (7) Days of the date the Claim is made, at a mutually agreed upon time and place.
Claim Resolution. For any Claim for which the Selling Parties’ Representative delivers a Dispute Notice, the Escrow Agent shall make payment with respect thereto only in accordance with (i) any Joint Instruction or (ii) Section 4(d) hereof. If Buyer and the Selling Parties’ Representative resolve such Claim, Buyer and the Selling Parties’ Representative shall promptly deliver a Joint Instruction to the Escrow Agent as to the disposition of such Claim, and the Escrow Agent shall promptly act in accordance therewith.
Claim Resolution. Seller covenants not to compromise or settle the Claims or the Transferred Rights, or change the Purchase Amount, without the prior written consent of Buyer. In performing any of its obligations under this Agreement, Seller hereby covenants to act reasonably at all times to maximize the amount of the Claims and to minimize the amount of time in which all components of the Claims and the Transferred Rights are quantified and paid.
Claim Resolution. 24.7.1 In the event of a disagreement between the parties as to performance of the Work, the interpretation of this Contract, or payment or nonpayment for Work performed or not performed, the parties shall, after the conclusion of the Dispute Resolution requirements, attempt to resolve the Claim by those procedures set forth herein.
Claim Resolution. Any claims resolution procedure incorporated in the prime contract shall be deemed incorporated in this Agreement, and shall apply to any disputes arising hereunder. In addition, Subcontractor or supplier agrees that at Contractor’s sole option it may join subcontractor or supplier in any dispute resolution procedure with the Owner or other parties associated with the project for the Contractor’s convenience. In the absence of a claims resolution procedure in the prime contract, the parties hereto shall not be obligated to utilize arbitration or any other non-judicial method of dispute resolution.
Claim Resolution. In the event that the Stockholder Representative shall have timely objected pursuant to Section 8.4(a)(ii) to any item(s) or amount(s) set forth in any Claim Certificate, the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof.
