Common use of Notice of Direct Claims Clause in Contracts

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions this Agreement, be free to pursue such remedies as may be available to such party as contemplated by this Agreement, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Coeur Mining, Inc.), Separation and Distribution Agreement (Contango ORE, Inc.), Separation and Distribution Agreement (Paramount Gold & Silver Corp.)

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Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement that on account of a Loss which does not result from a Third-Party Claim shall be asserted by prompt written notice given by the Indemnitee to the applicable Indemnifying Party; provided, provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time time, except to the extent (if any) that the Indemnifying Party is actually prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If the Indemnifying Party objects to the applicable claim, in whole or in part, or if such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in partperiod, then such Indemnitee shall, subject to the provisions this Agreement, shall be free to pursue such remedies as may be available to such party Indemnitee as contemplated by this Agreement, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Pfizer Inc), Separation and Distribution Agreement (Mylan N.V.)

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