General Claim Procedure Sample Clauses
The General Claim Procedure clause outlines the standardized process that parties must follow when submitting and handling claims under an agreement. Typically, it specifies the steps for notifying the other party of a claim, the required documentation or evidence, and the timelines for response or resolution. By establishing clear procedures, this clause ensures that claims are managed efficiently and fairly, reducing the risk of disputes and misunderstandings.
General Claim Procedure. Except with respect to Tax Claims which are addressed in Section 6.8, in respect of any claim regarding indemnification for any Loss or Liability under this Agreement, the Party making such claim shall have the burden of proof that such Party is entitled to such indemnification. In the event any Indemnified Party should have a claim against any Indemnifying Party for indemnification of Losses hereunder, the Notifying Party shall deliver a notice of such claim to the Indemnifying Party within 20 Business Days of becoming aware of the facts underlying such claim, stating in reasonable detail the nature and basis of such claim (including, to the extent such claim relates to a Third Party Claim, reasonable details of each claim made by the relevant third party in connection with such Third Party Claim and the provision of copies of the relevant material documents received by the Indemnified Party evidencing such Third Party Claim), the amount of the claim, the basis for the indemnification sought, and all material documents reflecting or evidencing the basis for such claim (in each case, to the extent then known and in the control of the Notifying Party); provided, that, the failure to provide any such notice, information or documents will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party or Notifying Party for indemnification of Losses hereunder, except to the extent that the defense of such action is actually and materially prejudiced thereby or to the extent that the amount of Losses for which the Indemnifying Party is responsible is increased thereby.
General Claim Procedure. In the event any Indemnified Party should have a claim against any Indemnifying Party for indemnification of Losses hereunder, the Notifying Party shall deliver a notice of such claim with reasonable promptness to the Indemnifying Party and, when the Notifying Party is the Purchaser, to the Escrow Agent, stating in reasonable detail the nature and basis of such claim (including, to the extent such claim relates to a Third Party Claim, details of each claim made by a third party in connection with such Third Party Claim and the provision of copies of the relevant documents received by the Indemnified Party evidencing such Third Party Claim), the amount of the claim, to the extent known, and the basis for the indemnification sought. Notwithstanding the foregoing, any failure of the Notifying Party to give such notice promptly shall not relieve the Indemnifying Party from Liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within thirty (30) days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Notifying Party’s notice shall be conclusively deemed a liability of the Indemnifying Party and, subject to the limitations set forth in this ARTICLE IX, the Purchaser Indemnifying Party shall pay the amount of such Seller Loss to the Seller Indemnified Party on demand or the Escrow Agent shall release from the Escrow Fund an amount equal to the Purchaser Loss to the Purchaser Indemnified Party, as applicable. If the Indemnifying Party has timely disputed its liability with respect to such claim, the dispute shall be resolved in accordance with the provisions of Section 11.1 below. Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall pay, or the Escrow Agent on behalf of the Seller Indemnifying Party shall release from the Escrow Fund, as applicable, the amount of any such Loss no later than ten (10) business days following the determination of the Indemnifying Party’s liability (whether such determination is made pursuant to the procedures set forth in this Section 9.4(a), by agreement between the Indemnifying Party and the Notifying Party or by final adjudication).