Response to a Demand Sample Clauses

Response to a Demand. The indemnifying Party may reply to a Demand made under Section 5.4(a) hereof by written notice given to the indemnified Party, which notice shall state whether the indemnifying Party agrees or disagrees that the claim asserted by the indemnified party is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand. If within fifteen (15) calendar days after receipt of the Demand (the "Indemnity Notice Period") the indemnifying Party does not give to the indemnified party a notice disputing such Demand specifying the nature and amount of such dispute or if the indemnifying party gives notice that such Demand is uncontested, then the indemnifying Party shall deliver payment to the indemnified party in cash an amount equal to the value of the Losses stated in the Demand within the fifteen (15) calendar days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the indemnifying Party admits that a portion of the Demand is a valid claim under Section 5.2 or 5.3 of this Agreement and the remaining portion of the Demand is disputed, then the indemnifying Party shall pay to the indemnified party in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within the fifteen (15) calendar days of delivery of such notice from the indemnifying Party and the disputed portion of such Demand shall be resolved in accordance with Section 5.4(c).
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Response to a Demand. A Notified Party may reply to a Demand made under Section 8.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand and (iii) if such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement.
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Response to a Demand. The Indemnitor may reply to a Demand made under Section 8.5(a) hereof by written notice given to the Indemnitee, which notice shall state (i) whether the Indemnitor agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if Indemnitor disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement.
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Response to a Demand. The Stockholder Representative may reply to a Demand by written notice given to the PTC Indemnitee making such Demand and to the Escrow Agent, which notice shall state whether the Stockholder Representative agrees or disagrees that such PTC Indemnitee is entitled to indemnification under this Agreement for all or any part of the claim asserted in such Demand and agrees or disagrees with respect to the amount of indemnifiable Losses asserted in such Demand, and which specifies the nature and the amount of any such dispute (a "Contest Notice"). If, within twenty (20) days after receipt of the Demand (the "Contest Notice Period"), the Stockholder Representative does not deliver a Contest Notice in compliance with the foregoing or gives a notice to the PTC Indemnitee making such Demand that the Demand is undisputed in whole or in part, the Indemnifying Party(ies) shall thereupon pay to the PTC Indemnitee making such Demand the amount of the undisputed portion of the Losses asserted in such Demand (which amount shall be satisfied solely from the Escrow Funds available under the Escrow Agreement), and the Escrow Agent shall disburse such amount from the Escrow Funds to such PTC Indemnitee. Any portion of any Demand that is disputed in a Contest Notice properly delivered within the applicable Contest Notice Period shall be considered a "Disputed Claim" and shall be resolved in accordance with the dispute resolution provisions of Section 8.3(c).
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Response to a Demand. The Indemnifying Party may reply to a Demand made under Section 9.6(a) hereof by written notice given to the Indemnified Party, which notice shall state (i) whether the Indemnifying Party agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if the Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. If Buyer is the Indemnified Party, and if Seller or Parent does not give Buyer a notice disputing such Demand specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”), or if Seller or Parent gives notice that such Demand is uncontested, then Seller and/or Parent, pursuant to such Demand, shall satisfy the claim in the method set forth in Section 9.4. If the notice from Seller or Parent admits that a portion of the Demand is a valid claim under Section 9.2 of this Agreement and the remaining portion of the Demand is disputed, Seller or Parent shall satisfy only such portion of the Demand that is undisputed, and the disputed portion of such Demand shall be resolved in accordance with Section 9.6(c).
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Response to a Demand. The Indemnifying Party may reply to a Demand made under Section 9.6(a) hereof by written notice given to the Indemnified Party and, if the Escrow Agreement has not terminated and Buyer is the Indemnified Party, the Escrow Agent, which notice shall state (i) whether the Indemnifying Party agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if the Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. Notwithstanding anything to the contrary set forth in this Agreement or the Escrow Agreement, if the Buyer is the Indemnified Person, it may make a direct claim against the Seller for any indemnification obligations under Section 9.2(c) which direct claim shall be satisfied by Seller with funds outside the Escrow Funds.
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Response to a Demand. (i) The Indemnifying Party shall respond to a Demand made under Section 9.5(a) hereof by written notice (a “Response”) given to the Indemnified Party and, if the Escrow Agreement has not terminated and Parent is the Indemnified Party, copying the Escrow Agent, within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”), which Response shall state (i) whether the Indemnifying Party agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if the Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement.
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Related to Response to a Demand

  • Response to Demand Letter Within 10 days after the receipt of the Demand Letter, Xxxxxxxx shall either: (a) cure the breach to OIG’s satisfaction and pay the applicable Stipulated Penalties or (b) request a hearing before an HHS administrative law judge (ALJ) to dispute OIG’s determination of noncompliance, pursuant to the agreed upon provisions set forth below in Section X.E. In the event Xxxxxxxx elects to request an ALJ hearing, the Stipulated Penalties shall continue to accrue until Xxxxxxxx cures, to OIG’s satisfaction, the alleged breach in dispute. Failure to respond to the Demand Letter in one of these two manners within the allowed time period shall be considered a material breach of this CIA and shall be grounds for exclusion under Section X.D.

  • Response to Notice Within ten business days of receiving the Claim Notice, the Respondent must notify the Claimant of its representative to negotiate the dispute.

  • Notice of Decision The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

  • Response If the State fails to respond to a grievance within the time limits specified for that step, the grievant shall have the right to appeal to the next step.

  • Notice, Etc All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email, as follows:

  • Notice and Demand (a) Any notice, demand or other communication required or permitted under this Agreement to be given to or served upon any Holder may be given or served (i) in writing by deposit in the United States mail, postage prepaid, and addressed to such Holder as such Holder’s name and address may appear on the books and records of a Federal Reserve Bank or (ii) by transmission to such Holder through the communication system of the Federal Reserve Banks. Any notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon mailing or transmission.

  • Request for Review Within sixty (60) days after receiving notice from the Plan Administrator that a claim has been denied (in part or all of the claim), then claimant (or their duly authorized representative) may file with the Plan Administrator, a written request for a review of the denial of the claim. The claimant (or his duly authorized representative) shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

  • Request for Dues Check Off Employees shall have the right to request and be allowed dues check off for the Exclusive Representative, provided that dues check off and the proceeds thereof shall not be allowed any employee organization that has lost its right to dues check off pursuant to the PELRA Upon receipt of a properly executed authorization card of the employee involved, the District will deduct from the employee’s paycheck the dues as specified by the Union.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Waiver of Notice and Demand The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

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