Common use of Other Claims Clause in Contracts

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 68 contracts

Samples: Stock Purchase Agreement (Esterline Technologies Corp), Stock Purchase Agreement (Sockeye Seafood Group Inc), Asset Purchase Agreement (Nu Skin Enterprises Inc)

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Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 16 contracts

Samples: Asset Purchase Agreement (Deckers Outdoor Corp), Agreement and Plan of Merger (Legend Oil & Gas, Ltd.), Stock Purchase Agreement (Jarden Corp)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party Party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 9 contracts

Samples: Terms of Use, Terms of Use, Terms of Use

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by written notice of the claim, setting forth in reasonable detail the factual and contractual bases for the claim, to the party from whom indemnification under this Section 7 is sought and shall be paid promptly after such noticesought.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Smucker J M Co), Asset Purchase Agreement (Titan International Inc), Asset Purchase Agreement (Titan International Inc)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticeappropriate party.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Fine Air Services Corp), Agreement of Purchase and Sale of Assets (Fine Air Services Corp), Agreement of Purchase and Sale of Assets (Fine Air Services Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Talx Corp), Limited Liability Company Membership Interest Purchase Agreement (Britesmile Inc), Asset Purchase Agreement (F5 Networks Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Dynamic Materials Corp), Asset Purchase Agreement (Dynamic Materials Corp), Asset Purchase Agreement (Dynamic Materials Corp)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party party Claim may be asserted by notice to the party Party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Matrix Service Co), Equity Interests Purchase Agreement (Matrix Service Co), Stock Purchase Agreement (Matrix Service Co)

Other Claims. A claim for indemnification for any matter not involving a Third-Third- Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Cooperative Endeavor Agreement, Cooperative Endeavor Agreement

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice from the Indemnified Party to the party from whom indemnification is sought and Indemnifying Party and, subject to Section 9.5, shall be paid promptly after a court of competent jurisdiction, following the expiration of any applicable appeal period, has made such noticedetermination unless the party liable has otherwise agreed to make an earlier payment.

Appears in 2 contracts

Samples: Plan and Agreement of Merger (US Alliance Corp), Plan and Agreement of Merger (US Alliance Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticefull and final resolution thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ceco Environmental Corp), Goodwill Purchase Agreement (Ceco Environmental Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice to the party from whom indemnification is sought and sought. If the Indemnifying Person agrees with such claim, then the Indemnifying Person shall promptly pay such claim, otherwise the claim shall be paid promptly after such noticeresolved in accordance with the dispute resolution provisions of Article 12.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Market Leader, Inc.), Asset Purchase Agreement (Tree.com, Inc.)

Other Claims. A claim for indemnification for any matter not ------------ involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Comps Com Inc), Stock Purchase Agreement (Comps Com Inc)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim may party Proceeding must be asserted by written notice to the party Party or Parties from whom indemnification is sought sought, identifying the matter for which identification is sought, the estimated amounts of the claim if then calculable and shall be paid promptly after such noticethe basic facts underlying the claim to the extent then known.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Harrow Health, Inc.), Stock Purchase Agreement (Noble International, Ltd.)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice Claim Notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Portola Pharmaceuticals Inc), Asset Purchase Agreement (Portola Pharmaceuticals Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice, subject to filing an objection under the Dispute Resolution Process.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allete Inc), Asset Purchase Agreement (Allete Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice to the party Party from whom indemnification is sought and shall be paid promptly after such notice, together with satisfactory proof of Damages or other documents evidencing the basis of the Damages sought, are received.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matrixx Initiatives Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly to the extent not disputed after such notice, by setoff set forth in Section 11.8 and if subject to dispute, upon conclusion of the arbitration provided for in Section 11.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.full and final resolution thereof. {W1118977.1}

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticenotice unless contested in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amcon Distributing Co)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice to the party Party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dragon International Group Corp.)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such the notice.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Medical Connections Holdings, Inc.)

Other Claims. A Any claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Connecticut Water Service Inc / Ct)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticebeing sought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Owosso Corp)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Convera Corp)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party Party from whom indemnification is sought setting forth the amount of the claim (if known by the other Party) and shall be paid promptly after such noticea detailed description of the facts underlying the claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spartan Stores Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by written notice to the party from whom indemnification is sought and shall be paid promptly after receipt of such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Pacific Corp /De/)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticenotice except to the extent that the claim has been satisfied pursuant to SECTION 10.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc)

Other Claims. A claim for indemnification for any matter to the extent not involving resulting from a Third-Party Claim may be asserted by notice to the party Party from whom indemnification is sought and and, unless disputed within 90 days after receipt by the Indemnifying Person of such notice, shall be paid promptly after such notice.

Appears in 1 contract

Samples: Contribution and Equity Interest Purchase Agreement (Conagra Foods Inc /De/)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice, provided that the party seeking such indemnification is entitled to indemnification under Article 11.

Appears in 1 contract

Samples: Asset Purchase Agreement (Utec, Inc.)

Other Claims. A claim Claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by written notice to the party from whom indemnification is sought and shall be paid promptly after receipt of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice Claim Notice to the party Party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Asset Purchase Agreement (GTX Inc /De/)

Other Claims. A claim for indemnification for any matter not involving a Third-Third Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chad Therapeutics Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice prior to the applicable Cut-Off Date, setting forth in reasonable detail the facts and circumstances pertaining thereto, to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Joy Global Inc)

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Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by an Indemnified Party providing notice to the party from whom indemnification is sought Indemnifying Party and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CRAWFORD UNITED Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim third party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Coinsurance Agreement (Stancorp Financial Group Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after following resolution of such noticematter.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intricon Corp)

Other Claims. A valid claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice, subject to Section 10.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astec Industries Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and any such valid claim shall be paid promptly after such notice.

Appears in 1 contract

Samples: Share Purchase Agreement (Aerosonic Corp /De/)

Other Claims. A claim for indemnification for any matter to the extent not involving resulting from a Third-Party Claim may be asserted by notice to the party Party from whom indemnification is sought and and, unless disputed within 90 days after receipt by the Indemnifying Person of such notice, in which case the provisions of Section 10.5 shall apply thereto, shall be paid promptly after such notice.

Appears in 1 contract

Samples: Master Formation and Equity Interest Purchase Agreement (Sempra Energy)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and, subject to Sections 13.4, 13.5 and 13.6, shall be paid promptly after such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Right Start Inc /Ca)

Other Claims. A claim for indemnification for any matter to the extent not involving resulting from a Third-Party Claim may be asserted by notice to the party hereto from whom indemnification is sought and shall be paid promptly after such notice, unless disputed within 45 days after receipt by the Indemnifying Party of such notice, in which case the disputing party may bring an action to enforce its rights in accordance with the provisions of Section 10.07.

Appears in 1 contract

Samples: Stock Purchase Agreement (Umb Financial Corp)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party Party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (NYTEX Energy Holdings, Inc.)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after determination of the validity of such noticeThird-Party Claim by way of the claims procedures set forth in this Agreement or by judicial determination.

Appears in 1 contract

Samples: Asset Purchase Agreement (Schawk Inc)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by written notice of the claim, setting forth in reasonable detail the factual and contractual bases for the claim, to the party Party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cincinnati Bell Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice from the Indemnified Party to the party from whom indemnification is sought State and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Cooperative Endeavor Agreement

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Multiband Corp)

Other Claims. A claim for indemnification for any matter not other than in connection with a Proceeding involving a Third-Party Claim third party claim may be asserted by notice to the party from whom indemnification is sought setting forth in reasonable detail, to the extent then known, the nature and shall be paid promptly after amount of such noticeclaim.

Appears in 1 contract

Samples: Business Sale and Purchase Agreement (WPP PLC)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.. SECTION 12 CONFIDENTIALITY

Appears in 1 contract

Samples: Security Agreement (Viva International Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Birks Group Inc.)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall will be paid promptly after such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quadramed Corp)

Other Claims. A claim for indemnification for any matter not involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticeclaim is either accepted by all of the Indemnifying Persons or resolved by arbitration conducted in accordance with Section 10(1).

Appears in 1 contract

Samples: Put Option Agreement (Omega Healthcare Investors Inc)

Other Claims. A claim for indemnification for any matter not ------------ involving a Thirdthird-Party Claim party claim may be asserted by notice to the party from whom indemnification is sought sought. Such notice shall state the amount of Damages, if known, the method of computation thereof, and shall be paid promptly after contain a reference to the provisions of this Agreement in respect to which such noticeright of indemnification is claimed or arises.

Appears in 1 contract

Samples: Stock Purchase Agreement (Purchasepro Com Inc)

Other Claims. A claim for which a party is entitled to indemnification hereunder for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such noticesought.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Bob Evans Farms Inc)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may shall be asserted by written notice to the party from whom indemnification is sought and shall be paid shall be made as promptly as practicable after the time the Indemnified Person becomes aware of the facts forming the basis of such noticeclaim.

Appears in 1 contract

Samples: Business Purchase Agreement (Rockwood Holdings, Inc.)

Other Claims. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party Party from whom indemnification is sought and shall be paid promptly after such notice.

Appears in 1 contract

Samples: Cooperative Endeavor Agreement

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