Notice of Claims and Procedures Clause Samples

The Notice of Claims and Procedures clause establishes the requirements and steps that a party must follow to formally notify the other party of a claim under the contract. Typically, this clause specifies the timeframe within which notice must be given, the information that must be included in the notice, and the method of delivery, such as written communication to a designated address. By setting out clear procedures, this clause ensures that both parties are promptly informed of potential disputes or issues, allowing for timely resolution and protecting the rights of both sides.
Notice of Claims and Procedures. (a) An Indemnitee will give the indemnifying party prompt written notice of any claim for Damages (whether Agreement Damages, Related Agreement Damages, or otherwise), for which the Indemnitee proposes to demand indemnification, (1) by a Person that is not a party to this Agreement (such a claim, being a “Third Party Claim”) or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to the extent known) (such notice being the “Claim Notice”). Thereafter, the Indemnitee will give the indemnifying party, promptly after the Indemnitee’s receipt thereof, copies of all documents (including court papers) received by the Indemnitee relating to any Third Party Claim. (b) Within thirty (30) days after receiving the Claim Notice (or sooner as is reasonably necessary, in the case of a Third Party Claim), the indemnifying party shall give written notice to the Indemnitee stating whether it in good faith disputes the claim for indemnification and whether it will defend against any Third Party Claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after receipt of the Claim Notice thereof (or sooner as is reasonably necessary, in the case of a Third Party Claim), it shall be deemed to have accepted and agreed to the claim, and the amount of indemnification to which the Indemnitee shall be entitled under this Article 4 shall be determined: (i) by the written agreement between the indemnifying party and the Indemnitee; (ii) by a final, non-appealable judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the indemnifying party and the Indemnitee shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) The following procedures shall apply with respect to the Third Party Claims. (i) The indemnifying party and the Indemnitee will cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to the other (and its legal counsel and other professional advisers with a reasonable need to know) all books and records in their possession relating to such Third Party Claim, subject to reasonable confidentiality precautions. (ii) Promptly after receiving a Claim Notice with respec...
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Notice of Claims and Procedures 
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Related to Notice of Claims and Procedures

  • Notice of Claims (a) Any Buyer Group Member or Seller Group Member (the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of (i) any pending or threatened claim, action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such claim, action or suit being a “Third Person Claim”) shall be given promptly after the action or suit is commenced and (ii) any Third Person Claim that involves a written demand by a third Person that the Company repurchase any mortgage loan sold to such third Person shall be given within ten (10) days after the Company’s receipt of such written demand; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except (and only) to the extent it shall have been materially prejudiced by such failure. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.