Claims and Procedures Clause Samples
Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser determines in good faith that it has a bona fide claim for indemnification pursuant to this Article 10, Purchaser may deliver to Seller a certificate signed by any officer of Purchaser (any certificate delivered in accordance with the provisions of this Section 10.04(a) an “Officer’s Claim Certificate”):
(i) stating that the Purchaser has a claim for indemnification pursuant to this Article 10;
(ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which the Purchaser claims to be entitled to receive, which shall be the amount of Damages the Purchaser claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and
(iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the material facts known to the Purchaser giving rise to such claim.
(iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect the Purchaser’s rights hereunder, unless (and then only to the extent that) Seller is materially prejudiced thereby.
(b) If Seller in good faith objects to any claim made by Purchaser in any Officer’s Claim Certificate, then Seller shall deliver a written notice (a “Claim Dispute Notice”) to Purchaser during the 30-day period commencing upon receipt by Seller of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser in the Officer’s Claim Certificate. If Seller does not deliver a Claim Dispute Notice to Purchaser prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Purchaser’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate.If Seller delivers a Claim Dispute Notice, then Purchaser and Seller shall attempt in good faith to resolve any such objections raised by Seller in such Claim Dispute Notice. If Purchaser and Seller agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Seller shall be prepared and signed by both parties.
(c) If no such resolution can be reached during the 45-day period following Purchaser’s receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day per...
Claims and Procedures. If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any Indemnified Party, then such Indemnified Party will promptly give notice to the Indemnifying Party. Failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Action brought by a third party subject to any such Indemnification Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of the entry of any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought by a third party and the Indemnifying Party does not, within twenty (20) calendar days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained her...
Claims and Procedures. (a) If an Indemnitee (as defined below) determines in good faith that it has a bona fide claim for indemnification pursuant to this Article IX and the Indemnitee intends to make such indemnification claim, then Parent (in the case of any indemnification claim pursuant to Section 9.2(a)) or the Equityholders Representative (on behalf of the Equityholders) (in the case of any indemnification claim pursuant to Section 9.2(b)), as the case may be, shall promptly thereafter deliver to the Equityholders Representative or Parent, as the case may be, a certificate (any certificate delivered in accordance with the provisions of this Section 9.4(a), a “Claim Certificate”): (i) stating that the Indemnitee has a claim for indemnification pursuant to this Article IX; (ii) to the extent possible, contain a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail the material facts known to the Indemnitee giving rise to such claim and the legal bases therefor (including a reasonably detailed summary of the relevant representations, warranties, covenants and/or other item of indemnification under this Agreement). No delay in providing such Claim Certificate shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the Indemnitor (as defined below) is materially prejudiced thereby.
(b) If the Equityholders Representative or Parent, as the case may be, objects to any claim made in any Claim Certificate, then the Equityholders Representative or Parent, as the case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Parent or the Equityholders Representative, as the case may be, during the 30-day period commencing upon receipt by the Equityholders Representative or Parent, as the case may be, of the Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the applicable Claim Certificate. If the Equityholders Representative or Parent, as the case may be, does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnit...
Claims and Procedures. (1) Unless otherwise disclosed in the Disclosure Letter, there is no litigation, action, arbitration, other legal or administrative proceeding, or governmental investigation pending or to be initiated against any Group Company or the Transferor, or any administrative penalty, administrative review or other legal proceedings pending or to be initiated against or relating to any Group Company or the Transferor. Except as otherwise disclosed in the Disclosure Letter, the Transferor is in good standing, and has not incurred or involved in any litigation, action, arbitration, other legal or administrative proceedings, or subject to any governmental investigation. There are no circumstances under which any Group Company shall be subject to any legal liability or obligation in accordance with any rulings or decisions rendered by any court, arbitration body and other judicial or administrative authority.
(2) There is no factual basis between the Group Companies and the Transferor which is likely to give rise to any claim. The Founder has not, and none of the directors, legal representatives or Senior Officers of a Group Company is involved in or has been notified that it is the subject of any claim which has had or could have an adverse effect on such Group Company.
Claims and Procedures. Except as shown in the Annual Accounts of SCR and Setelco and Appendix XII to this Agreement, SCR and Setelco are not involved as plaintiff or defendant in any pending legal proceedings. No legal measures or proceedings are expected against them, nor have any claims been filed or are any claims expected to be filed against them that may result in an essentially unfavourable change in the financial or economic status of SCR or Setelco.
Claims and Procedures. (a) If at any time prior to the expiration of the applicable survival period set forth in Section 6.1(a), Purchaser or Seller, as applicable, determines in good faith that a Purchaser Indemnified Party or Seller Indemnified Party, as applicable, has a bona fide claim for indemnification pursuant to this Article VI, Purchaser or Seller, as applicable, may deliver to the party obligated to indemnify under this Article VI, whether Purchaser or Seller, as applicable (the “Indemnifying Party”), a certificate signed by any officer of the Indemnified Party (any certificate delivered in accordance with the provisions of this Section 6.5(a) an “Officer’s Claim Certificate”):
Claims and Procedures. (1) To the best efforts of the Guarantors, to the best of their knowledge, unless otherwise disclosed in the Disclosure Letter, no litigation, action, arbitration, other legal or administrative proceedings or governmental investigation is pending between the Project Company and the Guarantors. The Project Company, the Founder and the management are in good standing and are not involved in any pending litigation, action, arbitration or other legal or administrative proceedings, or subject to any governmental investigation, or any outstanding judgment, award or decision or any pending litigation, action, arbitration or other legal or administrative proceedings or governmental investigation or governmental investigation, to which they are aware. None of the directors, supervisors, senior officers, legal representative or management team of the Project Company is involved in or has been notified that it is a subject of any claim, where such claim has had or may have a material adverse effect on the Project Company.
(2) No Project Company has received any administrative order for its dissolution or passed any resolution in such a case. No seizing, freezing or other enforcement procedure has been enforced on the assets of the Project Company. There is no circumstance where the Project Company is insolvent or unable to pay its debts due. No Project Company has received any notice that anyone has filed any application to any court for the issuance of an order that declares its bankruptcy, or that such order is in the issuance or pending stage. No Project Company has taken any steps to seek protection from any bankruptcy law, nor does it know or has any reason to believe that its creditor intends to initiate compulsory bankruptcy proceedings, nor is it aware of any fact that in reasonable judgment may lead a creditor to initiate compulsory bankruptcy proceedings.
Claims and Procedures. In the event of a Mechanical Breakdown/Failure expressly covered under this Agreement, and so as to not exclude coverage under this Agreement, You must follow the specific procedures listed below:
Claims and Procedures. Upon occurrence of any accident covered under this Limited Warranty, the Company must report the same directly to SKECHERS on forms to be provided by SKECHERS, which report must be received by SKECHERS within twenty-one (21) days of the occurrence of such accident. Failure to so notify SKECHERS within said time period, will result in denial of the claim.
Claims and Procedures. Any claim by an Indemnified Party on account of Damages and which entitles an Indemnified Party to indemnification pursuant to this Section 9, will be asserted by giving the Shareholders’ Representative written notice thereof within sixty (60) days after the Indemnified Party becomes aware of such Damages, signed by an officer of the Indemnified Party (a “Claim Certificate”):
9.6.3.1. stating that an Indemnified Party determines in good faith that there is a breach of a representation, warranty or covenant contained in this Agreement or that such Indemnified Person is or may otherwise be entitled to indemnification under this Section 9;
9.6.3.2. specifying in reasonable detail the material facts known to the Indemnified Party giving rise to such claim; and
9.6.3.3. containing a good-faith estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party.