Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 13 contracts
Samples: Share Exchange Agreement (Agritek Holdings, Inc.), Securities Exchange Agreement, Share Exchange Agreement (Algernon Pharmaceuticals Inc.)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 10 contracts
Samples: Combination Agreement (Lojack Corp), Support Agreement (Limited Brands Inc), Support Agreement (Troutt Kenny A)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.
Appears in 8 contracts
Samples: Share Purchase Agreement (C&d Technologies Inc), Agreement (Stake Technology LTD), Agreement (Stake Technology LTD)
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable, acting reasonably. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 6 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement, Share Exchange Agreement
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable, acting reasonably. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 6 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement, Share Exchange Agreement
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 5 contracts
Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall will have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall will make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall will immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 4 contracts
Samples: Share Exchange Agreement, Share Purchase Agreement, Share Exchange Agreement
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 thirty (30) days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 4 contracts
Samples: Share Purchase Agreement (Mamma Com Inc), Qualifying Transaction Agreement (Mogul Energy International, Inc.), Option Agreement
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.
Appears in 3 contracts
Samples: Escrow Agreement (Harry Winston Diamond Corp), Zone Purchase Agreement (Harry Winston Diamond Corp), Membership Interest Purchase Agreement (Solitario Exploration & Royalty Corp.)
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Exchange Agreement, Share Exchange Agreement
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice a Notice of Claim from the Indemnified Party of a ClaimParty, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.
Appears in 3 contracts
Samples: Operating Agreement (Newmont Mining Corp /De/), Asset Purchase Agreement (New Gold Inc. /FI), Operating Agreement (Barrick Gold Corp)
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 3 contracts
Samples: Securities Exchange Agreement, Share Exchange Agreement, Securities Exchange Agreement (Liquid Media Group Ltd.)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 thirty days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to before the expiration of such 30 thirty day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Brascan Corp/), Weyerhaeuser Co
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a such Direct Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the such Direct Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 2 contracts
Samples: Arrangement Agreement (United Industries Corp), Amending Agreement (United Industries Corp)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be submitted to arbitration pursuant to Article 18.
Appears in 2 contracts
Samples: Support and Purchase Agreement (Goldcorp Inc), Support and Purchase Agreement (Barrick Gold Corp)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying party may reasonably request. If the Indemnified Party and the Indemnifying Party both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 2 contracts
Samples: Share Purchase Agreement (Consolidated Mercantile Inc), Share Purchase Agreement (Consolidated Mercantile Inc)
Direct Claims. β With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.
Appears in 2 contracts
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any extension thereof mutually agreed upon extension thereofin writing) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.
Appears in 2 contracts
Samples: Share Purchase Agreement (First Majestic Silver Corp), Share Purchase Agreement (Equinox Gold Corp.)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 sixty (60) days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 2 contracts
Samples: Share Purchase Agreement (GeoProMining Ltd.), Support Agreement (Nucor Corp)
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Indemnification Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Indemnification Claim, subject to the limitations of Section 6.5(2) .
Appears in 1 contract
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 thirty (30) days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 1 contract
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be submitted to arbitration pursuant to Article 15.
Appears in 1 contract
Direct Claims. With respect to Direct Claims, following receipt of notice from In the Indemnified Party case of a Direct Claim, the Indemnifying Party shall will have 30 45 days from receipt of notice of the Claim within which to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall will make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party parties agree at or prior to before the expiration of such 30 45 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the ClaimClaim will be paid in accordance with this article 9, failing which the matter will be referred to arbitration under section 10.5.
Appears in 1 contract
Samples: Share Purchase Agreement
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 thirty (30) days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.. EXECUTION VERSION
Appears in 1 contract
Samples: Qualifying Transaction Agreement (Mogul Energy International, Inc.)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration or in such other manner as the parties may agree.
Appears in 1 contract
Samples: Share Purchase Agreement (Kinetic Concepts Inc /Tx/)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall shall, subject to Section 9.4, immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 1 contract
Samples: Royalty Purchase and Sale Agreement (Royal Gold Inc)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with Section 8.02.
Appears in 1 contract
Samples: Share Purchase Agreement (Kilmer Van Nostrand Co. LTD)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.Claim (and for grater certainty and without limitation, the procedures in the Representation and Warranty Agreement and section 11.8 hereof shall be utilized. 66 -
Appears in 1 contract
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with the Arbitration Act, 1991 (Ontario).
Appears in 1 contract
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall will have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall will make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall will immediately pay to the Indemnified Party the full agreed upon amount of the Claim.; and
Appears in 1 contract
Samples: Share Purchase Agreement
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Eagle Outfitters Inc)
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the ClaimClaim (and for grater certainty and without limitation, the procedures in the Representation and Warranty Agreement and section 11.8 hereof shall be utilized.
Appears in 1 contract
Samples: Aviation Group Inc
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with the Arbitration Act (Ontario).
Appears in 1 contract
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with Section 11.9.
Appears in 1 contract
Samples: Agreement (Patheon Inc)
Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 1 contract
Samples: Share Exchange Agreement
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 1 contract
Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day ~ period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
Appears in 1 contract