Procedure for Asserting Claims Sample Clauses

Procedure for Asserting Claims. The party asserting the claim must give written notice of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. Otherwise, the claim shall be deemed waived. I understand that the party asserting the claim is encouraged to give written notice of any claim as soon as possible after the event or events in dispute so that arbitration of any differences may take place promptly. Written notice to the Company, or its officers, directors, employees or agents, shall be sent to the Company’s then-current headquarters address, c/o SVP, Head of Human Resources. I will be given written notice at the last address recorded in my personnel file. The written notice shall identify and describe the nature of all claims asserted, the facts upon which such claims are based and the relief or remedy sought. The notice shall be sent to the other party by certified or registered mail, return receipt requested.
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Procedure for Asserting Claims. The party asserting the claim must give written notice of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. Otherwise, the claim shall be deemed waived. I understand that the party asserting the claim is encouraged to give written notice of any claim as soon as possible after the event or events in dispute so that arbitration of any differences may take place promptly. Written notice to the Company, or its officers, directors, employees or agents, shall be sent to the Company’s then-current headquarters address, c/o SVP, Head of Human Resources. I will be given written notice at the last address recorded in
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Procedure for Asserting Claims. If Buyer wishes to assert a claim for indemnification pursuant to this Section 8, Buyer shall prepare and deliver to the Sellers' Agent appointed pursuant to Section 10.16 of this Agreement a certificate signed by an officer of Adaptec (an "Officer's Certificate") providing notice of such claim and specifying in reasonable detail the date the Adverse Consequences relating to such claim were paid, incurred or otherwise arose, and the nature of the misrepresentation or breach to which such Adverse Consequences are related. Buyer shall act reasonably and in good faith in preparing any such Officer's Certificate and in specifying any alleged Adverse Consequences. If the Sellers' Agent disputes the claim, Sellers' Agent shall notify Buyer of such disagreement within ten (10) days of the receipt from Buyer of the Officer's Certificate, but in no event later than the date twelve months after the Closing. Thereupon, Buyer and the Sellers' Agent will, during the thirty (30) day period following delivery of the Officer's Certificate, or the period remaining before the date twelve months after the Closing, whichever is less, negotiate in good faith to resolve their differences with respect to the claim. Upon the earlier of (1) the expiration of such 30-day period or (2) the date twelve months after the Closing, Buyer shall deduct the amount of the original claim or, if Buyer and the Sellers' Agent have agreed on a different amount, reflected in a written memorandum signed by both parties, such different amount from the final payment to be made to the Sellers pursuant to Section 2.1.2 above. If the Sellers' Agent does not object in the manner set forth above to the claim presented in the Officer's Certificate, Buyer shall deduct the amount of the claim from the final payment to be made to the Sellers pursuant to Section 2.1.2 above.
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Procedure for Asserting Claims. 22 ARTICLE X TERMINATION, AMENDMENT AND WAIVER.................................. 22
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Procedure for Asserting Claims. (a) If the Purchaser Indemnitees wishes to assert a claim for indemnific pursuant to this Article IX (a "Claim"), the Purchaser Indemnitees shall prepare and deliver to the Indemnitors a certificate signed by an officer of the Purchaser or the Parent (an "Officer's Certificate") providing notice of such Claim and specifying in reasonable detail the date the Damages relating to such Claim were paid, incurred or otherwise arose, and the nature of the misrepresentation or breach to which such Damages are related. The Purchaser Indemnitees shall act reasonably and in good faith in preparing any such Officer's Certificate and in specifying any alleged Damages.
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Procedure for Asserting Claims. 33 7.5 Resolution of Conflicts: Arbitration............................ 33 7.6 Escrow.......................................................... 33 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER............................ 34 8.1 Termination..................................................... 34 8.2
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Procedure for Asserting Claims. If an Indemnified Party wishes to ------------------------------ assert a claim for indemnification pursuant to this Article VII, the Indemnified Party shall prepare and deliver to Xxxx Xxxxxx (hereinafter "SELLERS' AGENT") a certificate signed by an officer of the Parent (an "OFFICER'S INDEMNIFICATION CLAIM") providing notice of such claim and specifying in reasonable detail the date the Adverse Consequences relating to such claim were paid, incurred or otherwise arose, and the nature of the misrepresentation or breach to which such Adverse Consequences are related. The Indemnified Party shall act reasonably and in good faith in preparing any such Officer's Indemnification Claim and in specifying any alleged Adverse Consequences. If Sellers' Agent disputes the claim, Sellers' Agent shall notify the Indemnified Party of such disagreement within fifteen (15) days of the delivery by the Indemnified Party of the Officer's Indemnification Claim. Thereupon, the Indemnified Party and the Sellers' Agent will, during the thirty (30) day period following delivery of the Officer's Indemnification Claim, negotiate in good faith to resolve their differences with respect to the claim. If the parties fail to reach an agreement prior to the expiration of such 30-day period, either party shall be entitled to submit such claim to arbitration pursuant to Section 7.5 hereto.
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Procedure for Asserting Claims. If Acquirer wishes to assert a claim against the Escrow Shares for indemnification pursuant to this Section 10 (a "CLAIM"), Acquirer shall deliver to the Representative, a certificate signed by an officer of Acquirer (a "CLAIM CERTIFICATE") providing notice of such claim and specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or incurred, or the basis for such anticipated liability, and the specific nature of the misrepresentation, breach of warranty or claim to which such item is related, referring in each case to the relevant section of this Agreement which Acquirer asserts Target has breached. Acquirer shall act reasonably and in good faith in preparing any such Claim Certificate and in specifying any alleged Claim. If the Representative disputes the Claim, Representative shall notify Acquirer of such disagreement within thirty (30) days of the receipt from Acquirer of the Claim Certificate. Thereupon, Acquirer and the Representative will, during the thirty (30) day period following delivery of the Claim Certificate, negotiate in good faith to resolve their differences with respect to the Claim. Upon the expiration of such 30-day period, if the Representative does not object in the manner set forth above to the Claim presented in the Claim Certificate, Acquirer shall deduct the amount of the Claim from the Escrow Shares as provided in the Escrow Agreement (with each deducted Escrow Share to be valued in the manner set forth in the Escrow Agreement) or, if Acquirer and the Representative have agreed on a different amount, reflected in a written memorandum signed by both parties, such different amount. If the Representative does object and no agreement on the resolution of the Claim is reached within the thirty (30) day period referenced above, the Claim shall be resolved according to the procedure set forth in Section 11 hereof.
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Procedure for Asserting Claims. 32 7.5 No Indemnity for Corporate Agents...................32 7.6 Resolution of Conflicts: Arbitration................33 7.7
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Related to Procedure for Asserting Claims

  • Procedure for Claims (a) Any person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

  • Procedure for Third Party Claims Promptly after receipt by a party (the “Indemnified Party”) of notice of a claim by a third party which may give rise to a claim for indemnification against the other party (the “Indemnifying Party”), the Indemnified Party shall notify the Indemnifying Party thereof in writing; provided, however, that the failure promptly to give such notice shall not affect any right to indemnification hereunder except to the extent that such failure has prejudiced the Indemnifying Party. The Indemnifying Party shall, within ten (10) days of receipt of such written notice, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (a) the Indemnified Party shall have the right to be represented therein by advisory counsel of its own selection and at its own expense and (b) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably acceptable to the Indemnifying Party to participate in the defense of such action on its own behalf at the expense of the Indemnifying Party (in lieu of any counsel required to be retained pursuant to the portion of this sentence preceding this proviso). If an Indemnifying Party fails to assume the defense of an indemnifiable claim, then the Indemnified Party may at the Indemnifying Party’s expense, and without prejudice to its right to indemnification, contest (or, with the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed), settle) such claim. The Indemnifying Party may not enter into a settlement with respect to any indemnifiable claim without the consent of the Indemnified Party unless such settlement is limited to a payment of money for which the Indemnified Party is fully indemnified by the Indemnifying Party. The parties will cooperate fully with one another in connection with the defense, negotiation or settlement of any indemnifiable claim.

  • Indemnification Procedure for Third Party Claims (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.

  • Procedure for Indemnification Claims (a) Whenever any parties become aware that a claim (an “Underlying Claim”) has arisen entitling them to seek indemnification under Section 9 of this Agreement, such parties (the “Indemnified Parties”) shall promptly send a notice (“Notice”) to the parties liable for such indemnification (the “Indemnifying Parties”) of the right to indemnification (the “Indemnity Claim”); provided, however, that the failure to so notify the Indemnifying Parties will relieve the Indemnifying Parties from liability under this Agreement with respect to such Indemnity Claim only if, and only to the extent that, such failure to notify the Indemnifying Parties results in the forfeiture by the Indemnifying Parties of rights and defenses otherwise available to the Indemnifying Parties with respect to the Underlying Claim. Any Notice pursuant to this Section 9.3(a) shall set forth in reasonable detail, to the extent then available, the basis for such Indemnity Claim and an estimate of the amount of damages arising therefore.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Indemnification Procedure for Claims of Third Parties Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

  • Procedure for Indemnification; Notification and Defense of Claim (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

  • Arbitration and Equitable Relief IN CONSIDERATION OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND EMPLOYEE’S RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS PAID TO EMPLOYEE BY THE COMPANY, AT PRESENT AND IN THE FUTURE, EMPLOYEE AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROMEMPLOYEE’S EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION PROVISIONS SET FORTH IN THE WASHINGTON UNIFORM ARBITRATION ACT (THE “ACT”), AND PURSUANT TO WASHINGTON LAW, AND SHALL BE BROUGHT IN EMPLOYEE’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE FEDERAL ARBITRATION ACT SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION OF PROCEDURAL RULES SET FORTH IN THE ACT. DISPUTES THAT EMPLOYEE AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE XXXXXXXX-XXXXX ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL LEAVE ACT, ANY AND ALL CLAIMS UNDER THE REVISED CODE OF WASHINGTON OR ANY OTHER WASHINGTON STATE LABOR LAW, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. NOTWITHSTANDING THE FOREGOING, EMPLOYEE UNDERSTANDS THAT NOTHING IN THIS AGREEMENT CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. EMPLOYEE FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH EMPLOYEE.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

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