Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Claims Procedures. All Indemnification Claims under Section 8.2 of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders...
Claims Procedures. This Section 7.1 is based on final regulations issued by the Department of Labor and published in the Federal Register on November 21, 2000 and codified at section 2560.503 1 of the Department of Labor Regulations. If any provision of this Section 8.4 conflicts with the requirements of those regulations, the requirements of those regulations will prevail.
Claims Procedures. Claims for benefits under the Plan shall be filed with the Plan Administrator on forms supplied by the Employer. Written notice of the disposition of a claim shall be furnished to the claimant within 90 days after the application thereof is filed unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of said 90-day period, and such notice shall indicate the special circumstances which make the postponement appropriate.
Claims Procedures. Any individual (“Claimant”) who has not received benefits under this Agreement that he or she believes should be paid shall make a claim for such benefits as follows:
Claims Procedures. The Officer may file a claim for a payment under the Executive Severance Plan by filing a written request for such a payment with the Plan Administrator. If the Plan Administrator prescribes a form for such a claim, the claim must be filed on such form. The claim should be sent to the attention of the Plan Administrator of the Executive Severance Plan at the address set forth for Umpqua in Section 20. If the Plan Administrator denies the claim, in whole or in part, the Plan Administrator shall notify the Officer within 90 days of the Plan Administrator’s receipt of the claim, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines that an extension of time is required, written notice of the extension shall be furnished to Officer prior to the termination of the initial 90-day period. Such extension notice shall indicate the special circumstances and the date by which the Plan Administrator expects to issue a determination with respect to the claim. The period of the extension will not exceed 90 days beyond the termination of the original 90-day period. If the Plan Administrator does not provide written notice, Officer may deem the claim denied and seek review according to the appeals procedures set forth below. The notice of denial of Officer’s claim shall state:
Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.
Claims Procedures. Pursuant to the remedies under Public Contract Code section 9201 and Government Code section 930.2, Contractor, through execution of this Agreement, also agrees to comply with the Claims requirements under Article 20 to quickly and efficiently resolve disputes. Further, to provide a level of accuracy to the records submitted, the District shall have the right to audit books and records pursuant to Article 21 based on the actual costs incurred and to reduce the uncertainty in resolving disputes with limited information.
Claims Procedures. (a) FILING A CLAIM FOR BENEFITS. Participants are not required to submit claim forms to initiate payment of benefits under this Plan. To make a claim for benefits, individuals other than Participants who believe they are entitled to receive benefits under this Plan and Participants who believe they have been denied certain benefits under the Plan must write to the Plan Administrator. These individuals and such Participants are hereinafter referred to in this Section 11 as "Claimants." Claimants must notify the Plan Administrator if they will be represented by a duly authorized representative with respect to a claim under the Plan.
Claims Procedures. (a) For purposes of these claims procedures, the Board shall serve as the “Claims Administrator.”
