Response to Notice of Damages Sample Clauses

Response to Notice of Damages. The Principal Shareholder and New SEI shall be deemed to have concurred that they have an obligation to indemnify the affected Indemnified Person with respect to the Claim described in any Notice of Damages, unless within the Objection Period (as defined herein) the Principal Shareholder or New SEI shall have sent to the Escrow Agent, NavTech and the affected Indemnified Person (if other than NavTech) notice questioning the propriety of such Claim, in which case such Claim, unless settled by mutual agreement among the Principal Shareholder, New SEI and such Indemnified Person, shall be promptly referred for arbitration pursuant to Section 9.01 hereof, provided that the commencement of such arbitration may be postponed for a reasonable period of time at the request of the Principal Shareholder, New SEI or the Indemnified Person if the underlying Claim giving rise to the Notice of Damages is or is likely to be the subject of litigation or another contested proceeding with a third party that has not yet been resolved, and the person requesting such postponement reasonably believes that such proceeding could be prejudiced if the arbitration were not so postponed. Notwithstanding the foregoing sentence, any claim for Damages based upon a non-appealable final judgment, decree or award of court of competent jurisdiction requiring the payment of money by any Indemnified Person shall be conclusive as to the amount of the Claim, and the only issue for consideration in arbitration is whether the Principal Shareholder or New SEI has an obligation to indemnify such Indemnified Person with respect to the Claim. Any determination as a result of any arbitration procedure shall be a conclusive determination of the matter or matters considered and shall be binding upon the Principal Shareholder, New SEI and the Indemnified Persons and the Damages determined as a result of any arbitration procedure shall be deemed finally determined under this Agreement. Each party to the arbitration shall bear its own expenses of the arbitration.
Sample 1
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Related to Response to Notice of Damages

  • Notice of Damage Tenant will notify Landlord promptly after Tenant learns of (a) any fire or other casualty in the Premises; (b) any damage to or defect in the Premises, including the fixtures and equipment in the Premises, for the repair of which Landlord might be responsible; and (c) any damage to or defect in any parts or appurtenances of the Building's sanitary, electrical, heating, air conditioning, elevator or other systems located in or passing through the Premises.

  • 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.

  • 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.

  • Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  • Claims for Consequential Damages The Owner retains its right to claim for consequential damages in the event the Design Professional fails to perform under this Contract.

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

  • REMEDIES AND DAMAGES Section 17.1 (a) If an Event of Default shall occur, and this Lease and the Term shall expire and come to an end as provided in Article 16:

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • Direct Damages Each of the Parties shall be liable to the other for any direct damages arising out of or relating to its performance or failure to perform under this Agreement.

  • Liability and Damages The liability provisions of the Terms shall apply except as explicitly agreed otherwise in this DPA.

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