Common use of Undisputed Claims Clause in Contracts

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," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") in connection with the Claim or 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 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 Section 9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primedex Health Systems Inc)

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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 (whether arising from a Third-Party Suit or a direct claim) by giving written notice as promptly as is practicable of its Claim to the party or parties that are, or may become, required to indemnify the Indemnified Party (the "Indemnifying Party," ”, whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") ’s Loss in connection with the Claim or 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. The failure to make timely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 6.3 with respect to such matter except to the extent (and only to the extent) the Indemnified Party is actually and materially prejudiced by the failure to give such notice. If the Indemnifying Party does not object to the Claim during the 20 twenty (20) day period following the date of delivery of the Indemnified Party's ’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 actual 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 Section 9Article 6.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cano Health, Inc.)

Undisputed Claims. A party (the "Indemnified Party") may assert a Claim claim (“Claim”) that it is entitled to, or may become entitled to, indemnification under this Agreement Section 10 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," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) Indemnifiable Damages incurred, suffered or paid (collectively, the "Loss") in connection with the Claim or an estimate of the amount of the Loss Indemnifiable Damages that it reasonably anticipates that it will incur or suffer. If the no Indemnifying Party does not object objects to the Claim during the 20 30 day period following the date of delivery of the Indemnified Party's ’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 LossIndemnifiable Damages. The fact that a Claim is not disputed by the any 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 Parties as to such Claim pursuant to this Section 910.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (United Surgical Partners International Inc)

Undisputed Claims. A party (the "Indemnified Party") may 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," whether one or more"), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") Loss in connection with the Claim or 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 20 thirty (30) 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 Section 9Article VI.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ss&c Technologies Inc)

Undisputed Claims. A party (the "Indemnified Party") may 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," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") ’s Loss in connection with the Claim or 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 20 twenty (20) day period following the date of delivery of the Indemnified Party's ’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 Section 9Article VI.

Appears in 1 contract

Samples: Agreement for the Purchase (General Communication Inc)

Undisputed Claims. A party (the "Indemnified Party") may assert a Claim claim that it is entitled to, or may become entitled to, indemnification under this Agreement (a "Claim") 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," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") Loss in connection with the Claim or 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 20 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 Section 9Article 4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Avitar Inc /De/)

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," whether one or more"), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") Loss in connection with the Claim or 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 20 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 Section 9Article IX.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tyler Corp /New/)

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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," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage damage, or expense (including attorneys' fees and costs) incurred, suffered suffered, or paid (collectively, the "Loss") in connection with the Claim or 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 20 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 Section 9Article 7.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Drca Medical Corp)

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," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage damage, or expense (including attorneys' fees and costs) incurred, suffered suffered, or paid (collectively, the "Loss") in connection with the Claim or 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 20 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 Section 9Article 7.

Appears in 1 contract

Samples: Stock Purchase Agreement (Occusystems Inc)

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," whether one or more"), providing reasonable details of the facts giving ------------------- rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") Loss in connection with the Claim or 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 20 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 Section 9Article VII.

Appears in 1 contract

Samples: Stock Purchase Agreement (Careinsite Inc)

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