Common use of Direct Claim Clause in Contracts

Direct Claim. Any claim by the Indemnified Party on account of Losses that do not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt Notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of the events that gave rise to such Direct Claim. Such Notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of ten (10) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten (10) Business Day period, the Indemnifying Party will be deemed to have rejected such Direct Claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Appears in 2 contracts

Samples: Membership Interest Purchase and Sale Agreement (Sanchez Midstream Partners LP), Purchase and Sale Agreement (Sanchez Production Partners LP)

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Direct Claim. Any claim by the Indemnified Party on account of Losses that do not result from a Third-Party Direct Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt Notice written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than thirty (30) 20 calendar days after the Indemnified Party Indemnitee becomes aware of the events that gave rise to such Direct Claim. Such Notice Claim (but the obligations of the Indemnifying Party and the rights of the Indemnitee shall not be affected by the Indemnified failure to give such notice, except and only to the extent that, as a result of such failure, the Indemnifying Party will describe is substantially disadvantaged; provided, however, that any such estimated amount shall in no way limit the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, Indemnitee’s rights to recover any amount of Losses that have been or may be sustained by the Indemnified Partyover such estimate). The Indemnifying Party will have a period of ten (10) Business Days 30 calendar days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten (10) Business Day 30-day period, the Indemnifying Party will be deemed to have rejected accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, in which event the Indemnified Party Indemnitee will be free to pursue such remedies as may be available seek enforcement of its rights to the Indemnified Party on the terms and subject to the provisions of indemnification under this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (El Paso Corp/De), Purchase and Sale Agreement (Tc Pipelines Lp)

Direct Claim. Any claim by the Indemnified Party on account of Losses that do not result from a Third-Party Direct Claim (a “Direct Claim”as defined in Section 12.17) will be asserted by giving the Indemnifying Party reasonably prompt Notice written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than thirty (30) 20 calendar days after the Indemnified Party Indemnitee becomes aware of the events that gave rise to such Direct Claim. Such Notice Claim (but the obligations of the Indemnifying Party and the rights of the Indemnitee shall not be affected by the Indemnified failure to give such notice, except and only to the extent that, as a result of such failure, the Indemnifying Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Partyis substantially disadvantaged). The Indemnifying Party will have a period of ten (10) Business Days 30 calendar days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten (10) Business Day 30-day period, the Indemnifying Party will be deemed to have rejected accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, in which event the Indemnified Party Indemnitee will be free to pursue such remedies as may be available seek enforcement of its rights to the Indemnified Party on the terms and subject to the provisions of indemnification under this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Universal Compression Inc), Agreement and Plan of Merger (Universal Compression Inc)

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Direct Claim. Any claim by the Indemnified Party on account of Losses that do not result from a Third-Party Direct Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt Notice written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than thirty (30) 20 calendar days after the Indemnified Party Indemnitee becomes aware of the events that gave rise to such Direct Claim. Such Notice Claim (but the obligations of the Indemnifying Party and the rights of the Indemnitee shall not be affected by the Indemnified failure to give such notice, except and only to the extent that, as a result of such failure, the Indemnifying Party will describe is substantially disadvantaged; provided, however, that any such estimated amount shall in no way limit the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof Purchase and will indicate the estimated amount, if reasonably practicable, Sale Agreement — Pipeline and Storage Businesses Indemnitee’s rights to recover any amount of Losses that have been or may be sustained by the Indemnified Partyover such estimate. The Indemnifying Party will have a period of ten (10) Business Days 30 calendar days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten (10) Business Day 30-day period, the Indemnifying Party will be deemed to have rejected accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, in which event the Indemnified Party Indemnitee will be free to pursue such remedies as may be available seek enforcement of its rights to the Indemnified Party on the terms and subject to the provisions of indemnification under this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (El Paso Corp/De)

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