Undisputed Claims. A party (the "Indemnified Party") may assert a Claim that it is entitled to, or may become entitled to, indemnification under this Agreement by giving notice of its Claim to the party or parties that are, or may become, required to indemnify the Indemnified Party (the "Indemnifying Party"), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's Loss in connection with the Claim, to the extent such Loss is then known to the Indemnified Party and, otherwise, an estimate of the amount of the Loss that it reasonably anticipates that it will incur or suffer. If the Indemnifying Party does not object to the Claim during the twenty (20) day period following the date of delivery of the Indemnified Party's notice of its Claim (the "Objection Period"), the Claim shall be considered undisputed and the Indemnified Party shall be entitled to recover the amount of its Loss. The fact that a Claim is not disputed by the Indemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Article IX.
Undisputed Claims. A party (the “Indemnified Party”) shall assert a Claim that it is entitled to, or may become entitled to, indemnification under this Agreement by giving written notice of its Claim to the party or parties that are, or may become, required to indemnify the Indemnified Party (the “Indemnifying Party”), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party’s Loss in connection with the Claim, to the extent such Loss is then known to the Indemnified Party and, otherwise, an estimate of the amount of the Loss that it reasonably anticipates that it will incur or suffer. If the Indemnifying Party does not object to the Claim during the twenty (20) day period following the date of delivery of the Indemnified Party’s notice of its Claim (the “Objection Period”), the Claim shall be considered undisputed and the Indemnified Party shall be entitled to recover the amount of its Loss. The fact that a Claim is not disputed by the Indemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Article VI.
Undisputed Claims. If following receipt of a Claim (i) Escrow Agent receives from Seller written notice of consent or agreement to all or part of such Claim, (ii) an Objection Notice objects to only part of such Claim, or (iii) within the Objection Period, Seller shall not have delivered to Buyer and Escrow Agent an Objection Notice with regard to such Claim, then Escrow Agent shall promptly pay to Buyer from the Escrow Amount an amount equal to the part of such Claim that is consented to by Seller, uncontested, or requested by Buyer, as applicable, together with any interest or other investment income accrued thereon.
Undisputed Claims. Indevus shall, if it agrees with Esprit’s determination of non-conformance, replace any such non-conforming Finished Products and/or Samples with an equal quantity of Finished Products and/or Samples complying with the Specifications at no additional cost to Esprit and without undue delay; provided that Catalent, Helsinn and Mxxxxx have not breached their respective obligations relating to the supply of Compound, Finished Products and/or Samples, as applicable, under the Catalent Agreements, the Helsinn Agreements, the Mxxxxx Supply Agreement, respectively. Esprit shall dispose of any Finished Products and/or Samples that are not in compliance with the Specifications at Indevus’ cost, except that Esprit shall follow any reasonable instructions from Indevus to return to Indevus or its designee or otherwise dispose of such non-conforming Finished Products and/or Samples in another manner at Indevus’ cost. If Indevus is in agreement with the determination of non-conformance, Esprit may credit any amounts representing any charges relating to such non-conforming and replacement Finished Products and/or Samples or receive a refund of any amounts paid. In the event that any Finished Products and/or Samples shipment or Batch thereof is ultimately agreed or found to meet the Specifications, Esprit shall accept and pay for such shipment or Batch.
Undisputed Claims. To the extent an Indemnified Party delivers a ----------------- notice to the Indemnifying Party in accordance with Section 10.3(a) and within --------------- fifteen business days of the date that such notice was delivered, the Indemnifying Party has not notified the Indemnified Party in writing of a dispute with such claim, such Indemnified Party shall be entitled to payment in full of such claim.
Undisputed Claims. Xxxxxx shall, if it agrees or is deemed to agree with Indevus' determination of non-conformance, replace any such non-conforming Product with an equal quantity of Product complying with the Specifications at no additional cost to Indevus and without undue delay. Indevus shall dispose of any Product that is not in compliance with the Specifications at Xxxxxx' cost, except that Indevus shall follow any reasonable instructions from Xxxxxx to return to Xxxxxx or otherwise dispose of such non-conforming Product in another manner at Xxxxxx' cost. Within thirty (30) days from the date of the Non-conformance Notice, Xxxxxx will, if in agreement or deemed to be in agreement with the determination of non-conformance, issue a credit to Indevus representing any charges relating to such non-conforming and replacement Product.
Undisputed Claims. If the Shareholders do not contest the Indemnified Party's claim(s) for indemnification, the Shareholders shall have 30 days to pay the Indemnified Party the amount of the claim in cash. If full payment is not made within such 30 day period, the Escrow Agent shall immediately sell a sufficient amount of the stock contained in the Escrow Account to pay such claim and shall disperse to the Indemnified Party the lesser of (i) the balance of the Escrow Account and any proceeds thereof, or (ii) the amount of such claim;
Undisputed Claims. Naturo shall, if it agrees with BevCanna’s complaint, and if such non‐conformities were within the control of Naturo, were caused by the negligence of Naturo or arose as a result of a breach of this Agreement by Naturo (“Naturo Fault”), replace any such non‐conforming Finished Products at no cost to BevCanna within the Replacement Period with an equal quantity of Finished Product complying with the Specifications and with Naturo’s obligations under this Agreement. Naturo shall reimburse BevCanna for all reasonable shipping, handling and storage charges incurred in association with such non‐conforming Finished Product and for the Materials used in such non‐conforming Finished Product. Naturo shall have the initial right of rectification (reprocessing) instead of replacement, if feasible.
Undisputed Claims. Indevus shall, if it agrees with Odyssey’s determination of non-conformance, replace any such non-conforming Finished Product with an equal quantity of Finished Product complying with the Specifications at no additional cost to Odyssey and without undue delay. Odyssey shall dispose of any Finished Product that is not in compliance with the Specifications at Indevus’s cost, except that Odyssey shall follow any reasonable instructions from Indevus to return to Indevus or its designee or otherwise dispose of such non-conforming Product in another manner at Indevus’s cost. Indevus will, if in agreement with the determination of non-conformance, issue a credit to Odyssey representing any charges relating to such non-conforming and replacement Product. In the event that any Finished Product shipment or batch thereof is ultimately agreed or found to meet the Specifications, Odyssey shall accept and pay for such shipment or batch.
Undisputed Claims. If Skyline fails to provide Escrow Agent with a Claim Response within the Claim Response Period, Skyline shall be deemed to have agreed to the request in the Claim Notice. In the event of such a deemed agreement, Escrow Agent shall release the Escrow Shares to Payee. In the event of a Joint Written Direction, Escrow Agent shall release the agreed-upon number of Escrow Shares to Payee. Upon the release of Escrow Shares for any reason, Escrow Agent shall submit to Skyline and Payee a statement setting forth the Escrow Shares released and the Escrow Shares, if any, remaining in the Escrow Account.
