Resolution of Indemnification Disputes. If an Indemnifying Party disputes or contests the basis or amount of any Claim set forth in a Claim Notice delivered by an Indemnified Party in accordance with the provisions of Article 7, the dispute will be resolved as set forth in this Section 7.5 below.
Resolution of Indemnification Disputes. In order to seek indemnification under this Article 8, the Indemnified Party shall deliver a Claim Notice to the Indemnifying Party which contains (i) a description and the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article 8 for such Damages and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Upon reasonable request, the Indemnified Party shall furnish the Indemnifying Party with any information to the extent that such information is reasonably necessary in order to evaluate the Claim Notice and the underlying Claims. If an Indemnifying Party disputes or contests the basis or amount of any Claim set forth in a Claim Notice delivered by an Indemnified Party in accordance with the provisions of Article 8, the dispute will be resolved as set forth below:
Resolution of Indemnification Disputes. If a dispute arises in connection with determining the validity or amount of a claim for indemnification for an Indemnifiable Loss under this Agreement ("Dispute"), and if the Dispute cannot be settled through direct discussions between representatives of the Parent and representatives of the Buyer within thirty days following receipt of notice of a Dispute, the parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered under the CPR Mediation Procedure established by the CPR Institute for Dispute Resolution ("CPR") before resorting to arbitration. If a Dispute cannot be resolved through such mediation process within thirty days following the appointment of the mediator, the Dispute will be settled finally by arbitration under the CPR Rules for Non-Administered Arbitration (the "Rules"), then in effect, by a sole arbitrator, chosen by agreement of the parties within twenty days of the receipt by the respondent of a copy of the Notice of arbitration. Any arbitrator appointed by CPR shall be a retired judge or a practicing attorney with no less than fifteen years of experience with large commercial cases and an experienced arbitrator. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. ss. 1
Resolution of Indemnification Disputes. If a dispute arises in connection with determining the validity or amount of a claim for indemnification for any Loss under this Agreement Article XIII (including Section 13.9) (a "Dispute"), and if the Dispute cannot be settled through direct discussions held in good faith between representatives of the Indemnifying Person and representatives of the Indemnified Persons within one hundred twenty (120) days following receipt of notice of a Dispute, the parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered under the CPR Mediation Procedure established by the CPR Institute for Dispute Resolution ("CPR") before resorting to arbitration. If a Dispute cannot be resolved through such mediation process within sixty (60) days following the appointment of the mediator, the Dispute will be settled finally by arbitration under the CPR Rules for Non-Administered Arbitration (the "Rules"), then in effect, by a sole arbitrator, chosen by agreement of the parties within twenty (20) days of the receipt by the respondent of a copy of the notice of arbitration. Any arbitrator appointed by CPR shall be a retired judge or a practicing attorney with no less than ten (10) years of experience with large commercial cases and an experienced arbitrator, except that in the case of a Dispute with respect to a claim for indemnification under Section 13.9, the arbitrator appointed by CPR shall be a nationally-recognized expert in environmental matters and an experienced arbitrator. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. ss. 1
Resolution of Indemnification Disputes. 65 ARTICLE XIV
Resolution of Indemnification Disputes. In order to seek indemnification under this Section 7, the Indemnified Party shall deliver a certificate signed by a duly authorized officer of the Indemnified Party (each, a “Claim Notice”) to the Indemnifying Party which contains: (a) a description and the amount, if known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party (which, if known, shall be calculated and estimated by the Indemnified Party in good faith), (b) a statement that the Indemnified Party is entitled to indemnification under this Section 7 for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. Upon reasonable request, the Indemnified Party shall furnish the Indemnifying Party with any information to the extent that such information is reasonably necessary in order to evaluate the Claim Notice and the underlying Claims. Notwithstanding the foregoing, failure to notify the Indemnifying Party in accordance with this Section 7.5 will not relieve the Indemnifying Party of any obligation that it may have to the Indemnified Party except to the extent the Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s failure to give such timely notice. If an Indemnifying Party disputes or contests the basis or amount of any Claim set forth in a Claim Notice delivered by an Indemnified Party in accordance with the provisions of Section 7, the dispute will be resolved as set forth below:
Resolution of Indemnification Disputes. 95 SECTION 11.8 Indemnity Tax Credit Amount............................95 Exhibit A Xxxx of Sale...........................................A-1 Exhibit B Undertaking and Indemnity Agreement....................B-1 Exhibit C Escrow Agreement.......................................C-1 ACQUISITION AGREEMENT ACQUISITION AGREEMENT, dated as of July 16, 2002 (the "Agreement"), among Alcoa Inc., a Pennsylvania corporation (the "Buyer"), The Xxxxxxxxx Corporation, a Delaware corporation (the "Parent"), Xxxxxxxxx Holding Corp., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent ("Fairchild Holding"), and Sheepdog, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent ("SDI" and, together with the Parent, Fairchild Holding and the subsidiaries of the Parent set forth on Schedule 1.125, collectively, the "Sellers").
Resolution of Indemnification Disputes. In the event the Indemnifying Party and the Indemnified Party are unable to resolve any dispute identified in an Indemnification Dispute Notice in accordance with provisions (i) and (ii) of Section 6.5(b) within 45 days after delivery of any Indemnification Dispute Notice, either the Indemnified Party or the Indemnifying Party may seek to resolve the matter in accordance with Section 10.5.
Resolution of Indemnification Disputes. (f) The decision of the arbitrator as to the validity and amount of any Claim in such Claim Notice shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Claims determined by arbitration as provided in this Section 7.6(f)(Resolution of Indemnification Disputes) are referred to as “Resolved Claims.” Within [***] of a decision of the arbitrator(s) requiring payment by an Indemnifying Party to an Indemnified Party, such Indemnifying Party shall make the payment to such Indemnified Party, subject to Sections 7.4 (Limitations) and 9.2 (Resolution of Conflicts; Arbitration).
Resolution of Indemnification Disputes. 30 ACQUISITION AGREEMENT AND PLAN OF REVERSE MERGER ------------------------------------------------ THIS ACQUISITION AGREEMENT AND PLAN OF REVERSE MERGER (the "Agreement") is entered into as of December 3, 1999, by and between STEREO VISION ENTERTAINMENT, INC., a Nevada Corporation (the "Acquiror"), on the one hand, with its principal place of business located 0000 X. Xxxxxxxx Xxxx., Xxxxx X, Xxxxxxxx, Xxxxxxxxxx 00000, and KESTREL EQUITY CORPORATION, an Arizona Corporation STEREO VISION ENTERTAINMENT, INC., a Arizona Corporation (the "Survivor"), with its principal place of business located at 185 West "F" Street, Seventh Floor, San Diego, California 92101, on the other hand.
