Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI of this Agreement (other than in connection with any Action subject to Section 6.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 6 contracts
Samples: Services Agreement (Constar International Inc), Transition Services Agreement (Constar International Inc), Transition Services Agreement (Constar International Inc)
Notice and Payment of Claims. If any Crown Indemnitee PEC or Constar Patriot Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 5 contracts
Samples: Separation Agreement (Patriot Coal CORP), Separation Agreement (Patriot Coal CORP), Separation Agreement (Patriot Coal CORP)
Notice and Payment of Claims. If any Crown Equifax Indemnitee or Constar Certegy Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement VII (other than in connection with any Action or claim subject to Section 6.58.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 8.1 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash lesser of 1% per month or the amount, if any, that is Finally Determined to be required to be paid maximum amount permitted by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determinedlaw.
Appears in 3 contracts
Samples: Intellectual Property Agreement (Certegy Inc), Intellectual Property Agreement (Fidelity National Information Services, Inc.), Intellectual Property Agreement (Certegy Inc)
Notice and Payment of Claims. If any Crown CVS Indemnitee or Constar Linens Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement II (other than in connection with any Action subject to Section 6.52.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefore within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Stockholder Agreement (CVS Corp), Stockholder Agreement (Linens N Things Inc), Stockholder Agreement (Linens N Things Inc)
Notice and Payment of Claims. If any Crown Phoenix Indemnitee or Constar inSilicon Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under this Article VI of this Agreement III (other than in connection with any Action subject to Section 6.53.5), the Indemnified Party shall deliver to the Person from whom such indemnification is sought (the "Indemnifying Party Party"), a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VI. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Initial Public Offering Agreement (Phoenix Technologies LTD), Initial Public Offering Agreement (Insilicon Corp), Initial Public Offering Agreement (Insilicon Corp)
Notice and Payment of Claims. If any Crown Indemnitee NDC or Constar Global ---------------------------- Payments Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 5.01 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 3 contracts
Samples: Distribution Agreement Plan of Reorganization and Distribution (Global Payments Inc), Form of Distribution Agreement (Global Payments Inc), Form of Distribution Agreement (Global Payments Inc)
Notice and Payment of Claims. If any Crown DVD Indemnitee or Constar Gaming & Entertainment Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been so notified, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 5.01 that is not paid within such 30 day period, or is otherwise past due, shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate.
Appears in 3 contracts
Samples: Agreement Regarding Distribution and Plan of Reorganization (Dover Downs Gaming & Entertainment Inc), Agreement Regarding Distribution and Plan of Reorganization (Dover Downs Gaming & Entertainment Inc), Agreement Regarding Distribution and Plan of Reorganization (Dover Downs Gaming & Entertainment Inc)
Notice and Payment of Claims. If any Crown Indemnitee IDT or Constar CTM Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (CTM Media Holdings, Inc.), Separation and Distribution Agreement (CTM Media Holdings, Inc.), Separation and Distribution Agreement (CTM Media Holdings, Inc.)
Notice and Payment of Claims. If any Crown Pages Indemnitee or Constar Short Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that same 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its is rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Distribution Agreement (Ca Short Co), Distribution Agreement (Ca Short Co), Distribution Agreement (Ca Short Co)
Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) determines that it is or may be party entitled to indemnification by any party hereunder (the “Indemnifying an "Indemnified Party”") under Article VI of this Agreement (other than is threatened in connection writing with any Action subject claim, or any claim is presented in writing to, or any action or proceeding formally commenced against, an Indemnified Party which may give rise to Section 6.5)the right of indemnification hereunder, the Indemnified Party shall deliver will promptly give written notice thereof to the other party (the "Indemnifying Party a written notice specifyingParty"), to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which provided that any delay by the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, in so notifying the Indemnifying Party shall pay not relieve the Indemnifying Party of any liability to the Indemnified Party that amount in cash or other immediately available funds unless hereunder except to the extent the Indemnifying Party objects is materially and adversely prejudiced by such delay. The Indemnifying Party, by delivery of written notice to the Indemnified Party within 30 days of receipt of notice of claim for to indemnity from the Indemnified Party, may elect to contest such claim, action or proceeding at the Indemnifying Party's expense and by counsel of its own choosing. If the Indemnified Party requests in writing that such claim, action or proceeding not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party may settle an indemnifiable matter which it has duly elected to contest with the consent of the Indemnified Party after delivering a written description of the proposed settlement to, and receiving consent from, the Indemnified Party. In the event that the Indemnified Party declines to consent to a bona fide settlement acceptable to the claimant, then the Indemnified Party shall have no right to indemnification or beyond the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determinedproposed settlement.
Appears in 3 contracts
Samples: Indemnification Agreement (Cfac Capital I), Indemnification Agreement (Central Financial Acceptance Corp), Form of Indemnification Agreement (Cfac Capital I)
Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI IV of this Agreement (other than in connection with any Action subject to Section 6.55.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Corporate Agreement (Constar International Inc), Corporate Agreement (Constar Inc), Corporate Agreement (Constar Inc)
Notice and Payment of Claims. If any Crown Holdings Indemnitee or Constar ARAC Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party the ARAC Indemnitors or the Holdings Indemnitors, as the case may be (the “"Indemnifying Party”) "), under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.4), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Section 7.13. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Separation Agreement (Avis Rent a Car Inc), Separation Agreement (HFS Inc), Separation Agreement (Avis Rent a Car Inc)
Notice and Payment of Claims. If any Crown Indemnitee PNX or Constar Spinco Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 3 contracts
Samples: Separation Agreement (Virtus Investment Partners, Inc.), Separation Agreement (Virtus Investment Partners, Inc.), Separation Agreement (Phoenix Companies Inc/De)
Notice and Payment of Claims. If any Crown Part D Indemnitee or Constar Newco Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Legal Action or claim subject to Section 6.56.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification in reasonable detail and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party is notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law Law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Separation Agreement (Universal American Corp.), Separation Agreement (CVS Caremark Corp)
Notice and Payment of Claims. If any Crown FBR Group Indemnitee or Constar FBR Capital Markets Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI IV of this Agreement (other than in connection with any Action subject to Section 6.54.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Corporate Agreement (Friedman Billings Ramsey Group Inc), Corporate Agreement (FBR Capital Markets Corp)
Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI of this Agreement (other than in connection with any Action subject to Section 6.57.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Technical Services Agreement (Constar International Inc), Technical Services Agreement (Constar Inc)
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar ChoicePoint Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.57.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 7.1 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 2 contracts
Samples: Intercompany Information Services Agreement (Choicepoint Inc), Intercompany Information Services Agreement (Choicepoint Inc)
Notice and Payment of Claims. If any Crown Xxxxxx Xxxxxx Indemnitee or Constar Kraft Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI V of this Agreement (other --------- than in connection with any Action subject to Section 6.55.5), the Indemnified ----------- Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Corporate Agreement (Kraft Foods Inc), Corporate Agreement (Kraft Foods Inc)
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar ChoicePoint Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement V (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 5.01 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 2 contracts
Samples: Distribution Agreement Plan of Reorganization and Distribution (Choicepoint Inc), Distribution Agreement Plan of Reorganization and Distribution (Choicepoint Inc)
Notice and Payment of Claims. If any Crown Indemnitee Parent or Constar Spinco Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.7), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Separation Agreement (Michigan Commerce Bancorp LTD), Separation Agreement (Michigan Commerce Bancorp LTD)
Notice and Payment of Claims. If any Crown Pharmacopeia Indemnitee or Constar PDD Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.6), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined finally determined by a court of competent jurisdiction to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determinedfinally determined by a court of competent jurisdiction.
Appears in 2 contracts
Samples: Master Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc), Master Separation and Distribution Agreement (Pharmacopeia Inc)
Notice and Payment of Claims. If any Crown Indemnitee IDT or Constar SPCI Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Straight Path Communications Inc.), Separation and Distribution Agreement (Straight Path Communications Inc.)
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar ChoicePoint Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement VII (other than in connection with any Action or claim subject to Section 6.58.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 8.1 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash lesser of 1% per month or the amount, if any, that is Finally Determined to be required to be paid maximum amount permitted by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determinedlaw.
Appears in 2 contracts
Samples: Intellectual Property Agreement (Choicepoint Inc), Intellectual Property Agreement (Choicepoint Inc)
Notice and Payment of Claims. If any Crown Altria Indemnitee or Constar Kraft Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI III of this Agreement (other than in connection with any Action subject to Section 6.53.09), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 45 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 3045-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Distribution Agreement (Kraft Foods Inc), Distribution Agreement (Altria Group, Inc.)
Notice and Payment of Claims. If any Crown Indemnitee IDT or Constar Xxxxxx Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Rafael Holdings, Inc.), Separation and Distribution Agreement (Rafael Holdings, Inc.)
Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee either Group (the “---------------------------- "Indemnified Party”") determines that it is or may be entitled to indemnification by any party the other Group (the “"Indemnifying Party”") under Article VI of this Agreement (other than in connection with any Action subject to Section 6.5)III or Article VII hereof, the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice and demand therefor, specifying, to the extent reasonably practicable, the basis for its claim for indemnification indemnification, the nature of the claim and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt Unless such claim is subject to the provisions of that noticeSection 4.02 below, the Indemnifying Party shall pay the Indemnified Party that the amount set forth in such notice, in cash or other immediately available funds unless funds, within thirty (30) days after receipt of such notice. However, the Indemnifying Party objects may object to the claim for indemnification or set forth in such notice; provided, however, that if the amount of the claim. If the -------- ------- Indemnifying Party does not give the Indemnified Party written notice objecting setting forth its objection to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that the amount of such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is Any such objection to a timely objection by the Indemnifying Party, the Indemnifying Party claim for indemnification shall pay to the Indemnified Party be resolved in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determinedaccordance with Section 4.03.
Appears in 2 contracts
Samples: Distribution Agreement (Fluor Corp), Distribution Agreement (Massey Energy Co)
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar Certegy Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.57.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 7.1 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 2 contracts
Samples: Intercompany Data Purchase Agreement (Certegy Inc), Intercompany Data Purchase Agreement (Equifax Inc)
Notice and Payment of Claims. If any Crown Indemnitee IDT or Constar Zedge Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Zedge, Inc.), Separation and Distribution Agreement (Zedge, Inc.)
Notice and Payment of Claims. If any Crown RPC Indemnitee or Constar Marine Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been so notified, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 5.01 that is not paid within such 30 day period, or is otherwise past due, shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 2 contracts
Samples: Agreement Regarding Distribution and Plan of Reorganization (Marine Products Corp), Agreement Regarding Distribution and Plan of Reorganization (Marine Products Corp)
Notice and Payment of Claims. If any Crown HNC Indemnitee or Constar Retek Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.5), then the Indemnified Party shall deliver to the person from whom such indemnification is sought (the "Indemnifying Party Party"), a written notice (a "Claim Notice") specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt After the Indemnifying Party shall have been notified of that noticethe amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall shall, within sixty (60) days after its receipt of such written notice, either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount thereof by giving the Indemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with the provisions of the claimArticle VII. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(swithin such sixty (60) within that 30-day period, then the Indemnifying Party shall be deemed to have acknowledged its liability for such claim to the extent that claim the amount of such liability is specifically set forth in the Claim Notice and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Form of Separation Agreement (Retek Inc), Separation Agreement (Retek Inc)
Notice and Payment of Claims. If any Crown NL Indemnitee or Constar Kronos Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under this Article VI of this Agreement III (other than in connection with any Action subject to Section 6.53.6), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnified Party shall give the Indemnifying Party an additional notice of its claims for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claims within 10 days after receipt of such additional notice, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined. Notice and payment of all claims shall be in accordance with the provisions of this Agreement.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar PSI Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.57.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 7.1 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 1 contract
Samples: Intercompany Data Purchase Agreement (Equifax Ps Inc)
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar ---------------------------- Certegy Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Distribution Agreement Plan of Reorganization And (Equifax Inc)
Notice and Payment of Claims. If any Crown Manor Care Indemnitee or Constar Choice Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party Choice or Manor Care, as the case may be (the “"Indemnifying Party”) "), under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.04), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 15 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Section 8.13. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day periodsuch notice, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined21 Section 4.04.
Appears in 1 contract
Samples: Distribution Agreement (Choice Hotels Holdings Inc)
Notice and Payment of Claims. If any Crown TMP Indemnitee or Constar HHGI Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”"INDEMNIFYING PARTY") under Article VI of this Agreement 4 (other than in connection with any Action subject to Section 6.54.06), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined pursuant to Section 8.09 to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee Parent or Constar Spinco Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying PartyParty ”) under this Article VI of this Agreement (other than in connection with any Action subject to Section 6.5)VI, the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Consolidation Services Inc)
Notice and Payment of Claims. If any Crown Indemnitee IDT or Constar Genie Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party a Party (the “Indemnifying Party”) under this Article VI of this Agreement (other than in connection with any Action or claim subject to Section 6.56.07 ), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within forty-five (45) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying PartyTHIS IS THE FORM OF SEPARATION AND DISTRIBUTION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN GENIE ENERGY LTD. AND IDT CORPORATION, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF
Appears in 1 contract
Samples: Separation and Distribution Agreement (Genie Energy Ltd.)
Notice and Payment of Claims. If any Crown Xxxxxx Indemnitee or Constar Deltic Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefore within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Company Indemnitee, KSI Indemnitee or Constar KBI Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.6), the Indemnified Party shall deliver to the Indemnifying Party Person from whom such indemnification is sought (the "INDEMNIFYING PARTY"), a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee Alco or Constar Unisource ---------------------------- Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 90 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 90 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee JEFG or Constar Holding Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any a party (the “Indemnifying Party”"INDEMNIFYING PARTY") under Article VI of this Agreement VII (other than in connection with any Action or claim subject to Section 6.58.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 90 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 90 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedSection 8.02.
Appears in 1 contract
Samples: Appendix C Benefits Agreement Benefits Agreement (Investment Technology Group Inc)
Notice and Payment of Claims. If any Crown Melville Indemnitee or Constar Footstar Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Intelligroup Indemnitee or Constar SeraNova Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement 4 (other than in connection with any Action subject to Section 6.54.5 or 4.6), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar PSI ---------------------------- Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Distribution Agreement Plan of Reorganization And (Equifax Ps Inc)
Notice and Payment of Claims. If any Crown Indemnitee CSC or Constar Spinco Indemnitee (the “Indemnified Party”INDEMNIFIED PARTY) determines that it is or may be entitled to indemnification by any a party (the “Indemnifying Party”INDEMNIFYING PARTY) under this Article VI of this Agreement V (other than in connection with any Action or claim subject to Section 6.55.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnifiedindemnified (it being understood, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations under this Article V except to the extent the Indemnifying Party is materially prejudiced by the failure to give such notice). Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 90 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 90 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Vlasic Foods International Inc)
Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) Party determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI V of this Agreement (other than in connection with any Action subject to Section 6.55.3), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Corporate Agreement (Weight Watchers International Inc)
Notice and Payment of Claims. If any Crown Company Indemnitee or Constar KSI Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.6), the Indemnified Party shall deliver to the Indemnifying Party Person from whom such indemnification is sought (the "INDEMNIFYING PARTY"), a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Nabisco Indemnitee or Constar RJRN Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI 7 of this Agreement (other than in connection with any Action subject to Section 6.5Sections 7.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Distribution Agreement (Rj Reynolds Tobacco Holdings Inc)
Notice and Payment of Claims. If any Crown Olsten Indemnitee or Constar OHS Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party OHS or Olsten, as the case may be (the “"Indemnifying Party”) "), under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.04), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnifiedIndemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 15 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Section 7.15. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day periodsuch notice, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Separation Agreement (Olsten Corp)
Notice and Payment of Claims. If any Crown SGI Indemnitee or Constar ---------------------------- Company Indemnitee (the “"Indemnified Party”") determines that it is or may be ----------------- entitled to indemnification by any party (the “Indemnifying Party”) under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.5), the Indemnified Party shall deliver to the person from whom such indemnification is sought (the "Indemnifying Party Party"), a ------------------ written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-such 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee ITGI or Constar Holding Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any a party (the “Indemnifying Party”"INDEMNIFYING PARTY") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.56.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 90 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 90 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedSection 6.02.
Appears in 1 contract
Samples: Distribution Agreement (Investment Technology Group Inc)
Notice and Payment of Claims. If any Crown Xxxxx Indemnitee or Constar Circor ---------------------------- Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.56.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party objects to a claim for indemnification or the amount thereof or does not give respond to such claim within the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under this Agreement and applicable law with respect to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determinedsuch claim.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Indemnitee Alco or Constar Unisource ---------------------------- Indemnitee (the “Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement VIII (other than in connection with any Action or claim subject to Section 6.59.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 90 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 90 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown TMP Indemnitee or Constar HHGI Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement 4 (other than in connection with any Action subject to Section 6.54.06), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined pursuant to Section 8.09 to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown NewMarket Indemnitee, Ethyl Indemnitee or Constar Afton Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI II of this Agreement (other than in connection with any Action subject to Section 6.52.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Notice and Payment of Claims. If any Crown Pharmacopeia Indemnitee or Constar PDD Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.6), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined finally determined by a court of competent jurisdiction to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determinedfinally determined by a court of competent jurisdiction.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc)
Notice and Payment of Claims. If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI of this Agreement (other than in connection with any Action subject to Section 6.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined. 6.5.
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Samples: Transition Services Agreement
Notice and Payment of Claims. If any Crown Indemnitee NDC or Constar Global Payments ---------------------------- Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 5.01 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedPrime Rate plus 2%.
Appears in 1 contract
Samples: Distribution Agreement Plan of Reorganization And (Global Payments Inc)
Notice and Payment of Claims. If any Crown The Limited Indemnitee or Constar Too, Inc. Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement 4 (other than in connection with any Action subject to Section 6.54.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Distribution Agreement (Too Inc)
Notice and Payment of Claims. If any Crown The Limited Indemnitee or Constar Too, Inc. Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”"INDEMNIFYING PARTY") under Article VI of this Agreement 4 (other than in connection with any Action subject to Section 6.54.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Distribution Agreement (Too Inc)
Notice and Payment of Claims. If any Crown Xxxxxx Indemnitee or Constar ---------------------------- Deltic Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that such indemnity claim and setting forth the grounds for the objection(s) therefor within that such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is In the event of such a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 days after that such indemnity claim has been so Finally Determined.
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Notice and Payment of Claims. If any Crown Aetna Indemnitee or Constar Spinco Indemnitee (the “Indemnified Party”"INDEMNIFIED PARTY") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article VI of this Agreement 4 (other than in connection with any Action subject to Section 6.54.05), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 calendar days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds unless the Indemnifying Party objects in writing to the claim for indemnification or the amount thereof. In the event of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting such an objection or failure to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection pay by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that such indemnity claim shall be paid by the Indemnifying Party to the Indemnified Party in cash within 15 calendar days after that such indemnity claim has been so Finally Determined, with interest thereon at the prime rate of Citibank N.A. in effect from time to time for the period commencing on the 30th day following receipt of the initial notice of the claim from the Indemnified Party until the date of actual payment (inclusive).
Appears in 1 contract
Samples: Agreement and Plan of Restructuring and Merger (Aetna Inc)
Notice and Payment of Claims. If any Crown Indemnitee JEFG or Constar Holding Indemnitee (the “Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement VII (other than in connection with any Action or claim subject to Section 6.58.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 90 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 90 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally DeterminedSection 8.02.
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Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar Certegy ---------------------------- Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement IV (other than in connection with any Action or claim subject to Section 6.55.02), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for therefor within the objection(s) within that 30-same 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Distribution Agreement Plan of Reorganization And (Certegy Inc)
Notice and Payment of Claims. If any Crown Indemnitee Equifax or Constar PSI Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any a party (the “"Indemnifying Party”") under Article VI of this Agreement VII (other than in connection with any Action or claim subject to Section 6.58.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within thirty (30) days after receipt of that such notice, the Indemnifying Party shall pay the Indemnified Party that such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount of the claimthereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity such claim and setting forth the grounds for herefore within the objection(ssame thirty (30) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there Any amount owed under this Section 8.1 that is past due shall bear interest at a timely objection by the Indemnifying Party, the Indemnifying Party shall pay simple rate of interest per annum equal to the Indemnified Party in cash lesser of 1% per month or the amount, if any, that is Finally Determined to be required to be paid maximum amount permitted by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determinedlaw.
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Notice and Payment of Claims. If any Crown SGI Indemnitee or Constar Company Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.5), the Indemnified Party shall deliver to the person from whom such indemnification is sought (the "Indemnifying Party Party"), a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not give the Indemnified Party written such notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-such 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
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Notice and Payment of Claims. If any Crown Manor Care Indemnitee or Constar Choice Indemnitee (the “"Indemnified Party”") determines that it is or may be entitled to indemnification by any party Choice or Manor Care, as the case may be (the “"Indemnifying Party”) "), under this Article VI of this Agreement IV (other than in connection with any Action subject to Section 6.54.04), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 15 days after receipt of that such notice, the Indemnifying Party shall either (i) pay the Indemnified Party that such amount in cash or other immediately available funds unless (or reach agreement with the Indemnifying Indemnified Party objects as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount of thereof by giving the claimIndemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Section 8.13. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day periodsuch notice, the Indemnifying Party shall be deemed to have acknowledged its liability for that such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that such amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
