Common use of Additional Matters Clause in Contracts

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 37 contracts

Samples: Separation and Distribution Agreement (Nuvola, Inc.), Separation and Share Transfer Agreement (Eastside Distilling, Inc.), Separation and Distribution Agreement (Nuvola, Inc.)

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Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 27 contracts

Samples: Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation Agreement (Courtside Group, Inc.)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 14 contracts

Samples: Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Asset Management Corp), Separation Agreement (Altisource Portfolio Solutions S.A.)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Third-Party Claim shall be timely asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 specified by this Agreement and the Ancillary Agreements.

Appears in 13 contracts

Samples: Separation and Distribution Agreement (WPX Energy, Inc.), Separation and Distribution Agreement (Williams Companies Inc), Separation and Distribution Agreement (Williams Companies Inc)

Additional Matters. (a) Any claim on account of with respect to a Liability which that does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee Indemnified Party to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond in writing within such 30-day period, such Indemnifying Party shall be deemed to have refused agreed 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 Indemnified Party shall be free to pursue such remedies as may be available to such party Party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 12 contracts

Samples: Separation and Distribution Agreement (Scripps E W Co /De), Separation and Distribution Agreement (Ameriprise Financial Inc), Employee Matters Agreement (Scripps E W Co /De)

Additional Matters. (a) Any claim on account of a Liability Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 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 Indemnitee as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 9 contracts

Samples: Master Manufacturing and Supply Agreement, www.sec.gov, Separation Agreement (Hanson Building Products LTD)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-sixty (60) day period, such Indemnifying Party shall be deemed to have refused to accept accepted 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 and the Ancillary Agreements.

Appears in 8 contracts

Samples: Separation and Distribution Agreement (China Index Holdings LTD), Separation and Distribution Agreement (China Index Holdings LTD), Separation and Distribution Agreement (China Index Holdings LTD)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary AgreementsAgreement.

Appears in 8 contracts

Samples: Separation Agreement, Form of Separation Agreement (Mead Johnson Nutrition Co), Separation Agreement (American Water Capital Corp.)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Party as contemplated by this Agreement and the Ancillary Agreements.

Appears in 5 contracts

Samples: Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)

Additional Matters. (a) Any claim on account of a Liability or related loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-sixty (60) day period, such Indemnifying Party shall be deemed to have refused to accept accepted 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 and the Ancillary Agreements.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (Myriad Pharmaceuticals, Inc.), Separation and Distribution Agreement (Myriad Pharmaceuticals, Inc.)

Additional Matters. (a) Any claim on account of a Liability Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Indemnitee as contemplated by this Agreement and the Ancillary Agreements.

Appears in 4 contracts

Samples: Separation Agreement (Cellectis S.A.), Separation Agreement (Cellectis S.A.), Separation Agreement (Calyxt, Inc.)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 agreed 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 Party as contemplated by this Agreement and the Ancillary Agreements.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond theretorespond. 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 and the any Ancillary AgreementsAgreement.

Appears in 4 contracts

Samples: Separation Agreement (Healthcare Recoveries Inc), Separation Agreement (Healthcare Recoveries Inc), Separation Agreement (Medaphis Corp)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 calendar 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 Party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 4 contracts

Samples: Separation Agreement (Valvoline Inc), Separation Agreement (Ashland LLC), Separation Agreement (Valvoline Inc)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 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 and the Ancillary Agreements.

Appears in 4 contracts

Samples: Contribution Agreement (Intelligroup Inc), Contribution Agreement (Seranova Inc), Contribution Agreement (Seranova Inc)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the other Ancillary Agreements.

Appears in 4 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (At&t Corp)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Agreement, the Ancillary Agreements and the Ancillary Registration Rights Agreements.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Ubid Inc), Registration Rights Agreement (Ubid Inc), Separation and Distribution Agreement (Creative Computers Inc)

Additional Matters. (a) Any claim on account of a Liability Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 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 Indemnitee as contemplated by this Agreement and the Ancillary Agreements.

Appears in 4 contracts

Samples: Separation Agreement (FirstCaribbean International Bank LTD), Separation and Shareholder Agreement (Citizens Financial Group Inc/Ri), Separation and Shareholder Agreement (Citizens Financial Group Inc/Ri)

Additional Matters. (a) Any claim on account of a Liability liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 3 contracts

Samples: Plan of Reorganization and Distribution Agreement (Convergys Corp), Plan of Reorganization and Distribution Agreement (Cincinnati Bell Inc /Oh/), Plan of Reorganization and Distribution Agreement (Convergys Corp)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the an Indemnitee to the related an Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Republic Services Inc), Separation and Distribution Agreement (Republic Industries Inc), Separation and Distribution Agreement (Republic Services Inc)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 60 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 3060-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 3060-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 Party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Xerox Corp), Separation and Distribution Agreement (CONDUENT Inc)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Agreement, the Ancillary Agreements and the Ancillary AgreementsTax Agreement.

Appears in 3 contracts

Samples: Separation Agreement (Net2phone Inc), Separation Agreement (Idt Corp), Separation Agreement (Net2phone Inc)

Additional Matters. (a) Any claim on account of a Liability Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 3 contracts

Samples: Master Separation Agreement (Reliant Resources Inc), Master Separation Agreement (Reliant Resources Inc), Master Separation Agreement (Reliant Energy Resources Corp)

Additional Matters. (a) Any claim on account of a Liability which 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. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 3 contracts

Samples: Separation Agreement (Texas Genco Holdings Inc), Separation Agreement (Texas Genco Holdings Inc), Separation Agreement (Centerpoint Energy Inc)

Additional Matters. (a) Any claim under this Article III on account of a Liability Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 3 contracts

Samples: Master Separation Agreement (Halliburton Co), Master Separation Agreement (Kbr, Inc.), Master Separation Agreement (Kbr, Inc.)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreementsany Transaction Agreement.

Appears in 3 contracts

Samples: Distribution Agreement (At&t Corp), Distribution Agreement (NCR Corp), Distribution Agreement (NCR Corp)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-30- 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 and the Ancillary Agreements.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Desert Health Products Inc), Separation and Distribution Agreement (Royal Phoenix)

Additional Matters. (a) Any claim under this Article III on account of a Liability Loss which does not result from a Third Third–Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary AgreementsAgreement.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.), Separation and Distribution Agreement (Lone Pine Resources Inc.)

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Additional Matters. (a) Any claim on account of a Liability which 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. Such Indemnifying Party shall have a period of 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 Party as contemplated by this Agreement and the Ancillary Agreements.

Appears in 2 contracts

Samples: Master Separation Agreement (Plains Exploration & Production Co L P), Master Separation Agreement (Plains Resources Inc)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Third-Party Claim shall be asserted by reasonably prompt written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 calendar 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 Party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 2 contracts

Samples: Separation Agreement (Asv Holdings, Inc.), Separation Agreement (A.S.V., LLC)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Article V of this Agreement and the Ancillary AgreementsAgreement.

Appears in 2 contracts

Samples: Separation Agreement (Radiant Systems Inc), Separation Agreement (Radiant Systems Inc)

Additional Matters. (a) Any claim on account of a Liability Liability, which does not result from a Third Party Claim Action, shall be asserted by written notice given by the an Indemnitee to the related an Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Anc Rental Corp), Separation and Distribution Agreement (Autonation Inc /Fl)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Third‑Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cable One, Inc.), Separation and Distribution Agreement (Graham Holdings Co)

Additional Matters. (a) Any claim on account of a Liability which 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. Such Indemnifying Party shall have a period of 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 accepted 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 and the Ancillary Agreements.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Genesis Healthcare Corp), Separation and Distribution Agreement (Genesis Healthcare Corp)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Collagen Corp /De)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond theretothereto (or sooner, if the nature of such claim so requires). 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 and the Ancillary Agreementsparty.

Appears in 1 contract

Samples: Distribution Agreement (Aol Time Warner Inc)

Additional Matters. (a) Any claim on account of with respect to a Liability which that does not result from a Third Third-Party Claim shall be asserted by written notice given by the Indemnitee Indemnified Party to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond in writing within such 30-day period, such Indemnifying Party shall be deemed to have refused agreed 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 Indemnified Party shall be free to pursue such remedies as may be available to such party Party by law or in equity as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Separation and Distribution Agreement (A. H. Belo CORP)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 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 Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. 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 be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Inter Company Services Agreement (Ifx Corp)

Additional Matters. (a) Any claim on account of a Liability or related loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related relevant Indemnifying Party. Such Indemnifying Party shall have a period of 30 [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 thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept accepted 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 Party as contemplated by this Agreement and the any applicable Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Separation and Redemption Agreement (New Online Co)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 Agreement, the Ancillary Agreements and the Ancillary Registration Rights Agreements.

Appears in 1 contract

Samples: Master Separation and Distribution Agreement (Ecost Com Inc)

Additional Matters. (a) 6.5.1 Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Stock and Asset Purchase and Sale Agreement (Endurance Specialty Holdings LTD)

Additional Matters. (a) Any claim on account of a Liability Liability, which does not result from a A Third Party Claim Action, shall be asserted by written notice given by the an Indemnitee to the related an Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary Agreements.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Anc Rental Corp)

Additional Matters. (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 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 and the Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Separation and Sale Agreement (Path 1 Network Technologies Inc)

Additional Matters. (a) Any claim under this Article III on account of a Liability Loss which does not result from a Third Third—Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.)

Additional Matters. (a) Any claim on account of a Liability or related loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related relevant Indemnifying Party. Such Indemnifying Party shall have a period of 30 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 thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept accepted 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 Party as contemplated by this Agreement and the any applicable Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Separation and Redemption Agreement (Sizmek Inc.)

Additional Matters. (a) Any claim on account of a Liability which that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 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 and the Ancillary AgreementsAgreement.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Morgan Group Holding Co)

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