Common use of Direct Claim Clause in Contracts

Direct Claim. Any Direct Claim (as defined in Section 12.17) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than 20 calendar days after the Indemnitee becomes aware of such Direct Claim (but the obligations of the Indemnifying Party and the rights of the Indemnitee shall not be affected by the failure to give such notice, except and only to the extent that, as a result of such failure, the Indemnifying Party is substantially disadvantaged). The Indemnifying Party will have a period of 30 calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such 30-day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Universal Compression Inc), Agreement and Plan of Merger (Universal Compression Inc)

AutoNDA by SimpleDocs

Direct Claim. Any Direct Claim (as defined in Section 12.17) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than 20 calendar days twenty (20) Business Days after the Indemnitee becomes aware of such Direct Claim (but Claim; provided that the obligations of omission so to notify the Indemnifying Party and the rights of in a timely manner shall not relieve it from any liability which it may have to the Indemnitee shall not be affected by the failure to give such notice, except and only to the extent that, it is not materially prejudiced as a result of such failure, the Indemnifying Party is substantially disadvantaged)thereof. The Indemnifying Party will have a period of 30 calendar thirty (30) days from the date of notice within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30-) day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (GMX Resources Inc)

Direct Claim. Any Direct Claim (as defined in Section 12.17) will be asserted by giving the ------------ Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than 20 calendar days after the Indemnitee becomes aware of such Direct Claim (but the obligations of the Indemnifying Party and the rights of the Indemnitee shall not be affected by the failure to give such notice, except and only to the extent that, as a result of such failure, the Indemnifying Party is substantially disadvantaged). The Indemnifying Party will have a period of 30 calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such 30-day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacific Gas & Electric Co)

AutoNDA by SimpleDocs

Direct Claim. Any Direct Claim (as defined in Section 12.17) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than 20 calendar days twenty (20) Business Days after the Indemnitee becomes aware of such Direct Claim (but Claim; provided that the obligations of omission so to notify the Indemnifying Party and the rights of in a timely manner shall not relieve it from any liability which it may have to the Indemnitee shall not be affected by the failure to give such notice, except and only to the extent that, it is not materially prejudiced as a result of such failure, the Indemnifying Party is substantially disadvantaged)thereof. The Indemnifying Party will have a period of 30 calendar ninety (90) days from the date of notice within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such 30-ninety (90) day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Knight Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.