Notice of Direct Claims Sample Clauses

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.
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Notice of Direct Claims. (a) If any of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IX, the Indemnifying Party shall, subject to the provisions of Section 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying...
Notice of Direct Claims. Any claim on account of a Loss that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party as soon as practicable but in any event within twenty (20) days after becoming aware of such claim; provided that the failure of any Indemnitee to give notice as provided in this Section 6.4(a) shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice and then only to the extent of such prejudice. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement.
Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions this Agreement, be free to pursue such remedies as may be available to such party as contemplated by this Agreement, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.
Notice of Direct Claims. As soon as is reasonably practicable after any Parent Indemnitee or any Seller Indemnitee (each, as applicable, an “Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Parent or any Seller (in each case as the case may be, an “Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX (a “Claim”), such Person will give notice of such Claim (a “Direct Claim Notice”) (i) if such Person is Parent or a Parent Indemnitee, to Sellers’ Representative, or (ii) if such Person is any Seller Indemnitee, to Parent. A Direct Claim Notice (A) must describe the Claim in reasonable detail; (B) on an informal and non-binding basis, reserving all future rights, identify whether such Claim pertains to a representation or warranty, or fraud, intentional misrepresentation, breach of covenant, or willful misconduct; and (C) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the “Claimed Amount”).
Notice of Direct Claims. (a) If any of the Persons to be indemnified under this ARTICLE IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this ARTICLE IX that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.04(a) (so long as a notice pursuant to this Section 9.04(a) is given before the expiration of the applicable period set forth in Section 9.01) shall not limit the obligation of the Indemnifying Party under this ARTICLE IX, except to the extent such Indemnifying Party is prejudiced by failure to give such notice in a timely manner.
Notice of Direct Claims. An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given, or will likely give rise to, a right of indemnification under this Agreement or any Transaction Document (other than a Third Party Claim which shall be governed by Section 4.05(a)), within 30 days of such determination, stating the amount being sought, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure of any Indemnitee to give the notice provided in this Section 4.05(b) shall not relieve the Indemnifying Party of its obligations under this Article IV, except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 4.05(b) within which to respond thereto. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.
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Notice of Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.6 hereof because no third-party action is involved, the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying in reasonable detail the basis for its claim for indemnification and the amount for which the Indemnified Party believes it is entitled to be indemnified. After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of such notice, pay the Indemnified Party such amount in cash or other immediately available funds unless the Indemnifying Party objects in writing to the claim for indemnification or the amount thereof, in which case the dispute will be settled pursuant to Section 9.14. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim and setting forth the specific grounds therefor within the same 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount.
Notice of Direct Claims. In the event that a Buyer Indemnified Party or a Seller Indemnified Party (as applicable, an “Indemnified Party”) asserts a claim for indemnification (other than a Third-Party Claim) for a Loss with respect to which a Buyer or a Seller (in each case as the case may be, an “Indemnifying Party”) may become obligated to indemnify, defend, compensate, or reimburse any Indemnified Party pursuant to this Article 6 (a “Direct Claim”), then such Indemnified Party shall give notice of such Direct Claim (a “Direct Claim Notice”), (i) if such Indemnified Party is a Buyer Indemnified Party, to the Sellers’ Representative, or (ii) if such Indemnified Party is a Seller Indemnified Party, to the Buyer. A Direct Claim Notice must describe the Direct Claim in reasonable detail and must indicate the amount (estimated, if necessary and to the extent such Loss is quantifiable) of the Loss that has been or may be suffered by the Indemnified Party (the “Claimed Amount”).
Notice of Direct Claims. If the Purchasers or the Sellers become aware of facts or circumstances establishing that they have experienced or incurred any damages or losses under this Agreement or may experience or incur such damages or losses which will give rise to any claim for Purchasers’ Losses or Sellers’ Losses and a resulting right of indemnification under this Agreement, then the Purchasers or the Sellers, as the case may be, must give written notice (an “Indemnification Notice”) to the other of them of such claim (a “Claim”) as soon as reasonably practicable but in no event more than thirty (30) days after the Purchasers or the Sellers, as the case may be, have received written notice of such Claims (provided, that failure to give such notice shall not limit the Sellers’ or the Purchasers’ indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Sellers’ or the Purchasers’ ability to defend against the Claim). To the extent reasonably practicable, the Indemnification Notice will describe the nature, basis and amount of the Claim and include any relevant supporting documentation. If the Sellers or the Purchasers contest the propriety of a Claim described on an Indemnification Notice and/or the amount of damages alleged to be associated with such Claim, then the Sellers will deliver to the Purchasers, or the Purchasers will deliver to the Sellers, within thirty (30) calendar days after receipt of an Indemnification Notice, a written objection stating the objections that the Sellers or the Purchasers have with respect to the Claim (a “Disputed Claim”) contained in the Indemnification Notice. If the Sellers or the Purchasers, as the case may be, do not contest the Claim within such thirty (30) day period, then the Sellers or the Purchasers will be deemed to have waived their right to contest any dispute with regard to the Claim. Any undisputed Claims contained in the Indemnification Notice shall be deemed to be final and binding upon the Sellers or the Purchasers, as the case may be, and shall constitute a permitted Claim. If any Disputed Claims ultimately are resolved and it is determined that all or any portion of a Disputed Claim is in fact subject to indemnification pursuant to this Agreement, such Disputed Claim or portion thereof shall be final and binding upon Sellers or Purchasers and shall constitute a permitted Claim. With respect to payment of the Sellers’ Losses, the Purchasers shall pa...
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