Common use of Direct Claims Clause in Contracts

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 6 contracts

Samples: Art Purchase Agreement (Masterworks 001, LLC), Art Purchase Agreement (Masterworks 001, LLC), Art Purchase Agreement (Masterworks 001, LLC)

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Direct Claims. With respect to any In the case of a Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days from receipt of notice of the Claim within which to make such investigation of the Claim as is considered the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to before the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 6 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement (E Auction Global Trading Inc)

Direct Claims. With respect to any In the case of a Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) 60 days from receipt of notice of the Claim within which to make such investigation of the Claim as is considered the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to before the expiration of such sixty (60) 60 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 5 contracts

Samples: Share Purchase Agreement (Bitzio, Inc.), Share Purchase Agreement (Moventis Capital, Inc.), Support Agreement (O2diesel Corp)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) 90 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty (60) 90-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, they shall agree to apply it to the applicable deductible, or if the applicable deductible has been satisfied, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdictionjurisdiction in the State of Delaware.

Appears in 4 contracts

Samples: Purchase Agreement (Textron Inc), Purchase Agreement (Textron Inc), Purchase Agreement (Collins & Aikman Corp)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Direct Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 3 contracts

Samples: Share Purchase Agreement (Novo Integrated Sciences, Inc.), Share Exchange Agreement (Novo Integrated Sciences, Inc.), Share Exchange Agreement (Novo Integrated Sciences, Inc.)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty thirty (6030) days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty thirty (6030) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 3 contracts

Samples: Share Purchase Agreement (International Menu Solutions Corp), Share and Asset Purchase Agreement (Finders Keepers Inc), Share Purchase Agreement (International Menu Solutions Corp)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) 30 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the affected Claim, together with all such other information as the Indemnifying Party may reasonably request. If all both affected Parties agree at or prior to the expiration of such sixty (60) 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Uti Energy Corp), Asset Purchase Agreement (Uti Energy Corp), Asset Purchase Agreement (Uti Energy Corp)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 2 contracts

Samples: Share Purchase Agreement (Vitran Corp Inc), Share Purchase Agreement (Vitran Corp Inc)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement

Direct Claims. With respect to any In the case of a Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty thirty (6030) days from receipt of notice of the Claim within which to make such investigation of the Claim as is considered the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all both Parties agree at or prior to before the expiration of such sixty thirty (6030) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 2 contracts

Samples: Agreement (E Auction Global Trading Inc), Agreement (E Auction Global Trading Inc)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty (60) -day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, they shall agree to apply it to the Deductible, or if the Deductible has been satisfied, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.jurisdiction in the State of New York. (f)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Associates First Capital Corp), Asset Purchase Agreement (Associates First Capital Corp)

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Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty ninety (6090) days to make such investigation of the Claim as is considered it considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty (60) 90-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, they shall agree to apply it to the applicable deductible, or if the applicable deductible has been satisfied, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter dispute shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdictionDelaware Court.

Appears in 1 contract

Samples: Purchase Agreement (Textron Inc)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdictionjurisdiction in New York State, County of New York.

Appears in 1 contract

Samples: Art Purchase Agreement (Masterworks 010, LLC)

Direct Claims. With respect to any Direct Claim, following receipt of notice Notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) 60 days to make such investigation of the Claim as is considered it considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such sixty (60) -day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Agreement of Purchase and Sale

Direct Claims. With respect to any In the case of a Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days from receipt of the Claim Notice within which to make such investigation of the Claim as is considered the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all the Parties agree at or prior to before the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Amended Share Purchase Agreement (Smart-Tek Solutions Inc)

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty ninety (6090) days to make such investigation of the Claim as is considered it considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to the expiration of such sixty (60) 90-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, they shall agree to apply it to the applicable deductible, or if the applicable deductible has been satisfied, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter dispute shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdictionLas Vegas Court.

Appears in 1 contract

Samples: Asset Purchase Agreement (155 East Tropicana, LLC)

Direct Claims. With respect to any In the case of a Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the each Indemnifying Party shall have sixty thirty (6030) days from receipt of notice of the Claim within which to make such investigation of the Claim as is considered such Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the such Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the such Indemnifying Party may reasonably request. If all Parties both parties agree at or prior to before the expiration of such sixty thirty (6030) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the such Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties parties may agree or shall be determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zim Corp)

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