Claims Among the Parties Sample Clauses

Claims Among the Parties. Each of the Sellers and of the Kxxxxxx Family Members, jointly and severally, agrees to indemnify in full the Buyer and Cielo Telecom, and hold them harmless, against any direct liability, damage, disbursement, expense or cost (including legal expenses and attorney’s fees) which Buyer and/or Cielo Telecom may suffer, sustain or become subject to (“Buyer Losses”), at any time, as a result of, and in accordance with, the below: (a) any liabilities and contingencies of Cielo Telecom, of the Telecom Quotas and/or of the Acquired Assetsand/or the Companies arising from acts or facts occurred prior to the Closing Date,whether or not disclosed to Buyer during the due diligence conducted prior to the execution of this Agreement, and whether or not expressed in this Agreement or its Schedule, and regardless of any previously disclosed amount, including, but not limited to, the amount of the indemnified prior notice due to employees dismissed until the end of the sixth (6th) month as of the Closing Date; provided that, if the respective practices are continued by Buyer, the eventual liability or contingency shall be proportionally borne by the Parties, i.e., Sellers shall be responsible for the period prior to the Closing Date, inclusively, and Buyer shall be responsible for the period subsequent to the Closing Date; provided, also, that any amounts of liabilities and/or contingencies related to the Employees Fee listed in Schedule 2.2.3 hereto shall not be deemed as a Buyer Loss and, consequently, shall not be indemnified by Sellers or by the Members of the Kxxxxxx Family, unless if the amounts of such liabilities and contingencies exceed the amount of the Employees Feeofthe respective employee and, cumulatively, if such liability and/or contingency is related to the period under Sellers’ liability; (b) any liabilities and contingencies of Buyer, Cielo Telecom, the Telecom Quotas and/or of the Acquired Assets and/or the Companies arising from acts or facts occurred after the Closing Date that are related to the activities of Cielo do Brasil, of Cielo Indústria or of any other business conducted by Sellers and/or the Kxxxxxx Family Members; and (c) any misleading or incorrect information in the representations and warranties of the Sellers contained in Section 4 of this Agreement, or any breach of any of the obligations and provisions set forth in this Agreement, verified or acknowledged at any time, whether prior to or after the Closing Date. 9.1.1. In view of the ...
Sample 1
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Claims Among the Parties. Following the discovery of any facts or conditions which could reasonably be expected to give rise to a Claim for Losses hereunder, the Party seeking indemnification under this Agreement (the "Indemnified Party") shall, within thirty (30) days thereafter, provide written notice (the "Claim Notice") to the Party from whom indemnification is sought (the "Indemnifying Party"), specifying the factual basis of the Claim in reasonable detail to the extent then known by the Indemnified Party; provided, however, that the failure to give such notice in such time period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party is materially adversely affected thereby, and then only to the extent of such material adverse effect. If such Losses are final and liquidated, the Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Indemnified Party. If such Losses are not final and adjudicated, the Claim Notice shall so state and in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Indemnified Party in the amount specified in the Claim Notice.
Sample 1
Claims Among the Parties. The Buyer shall notify Seller in writing, explaining the nature, the amount of the Recoverable Losses and the events giving rise to them. 7.3.1. The Parties agree that they shall reach an agreement in respect of the claim within a term of thirty (30) days, and if appropriate, they shall determine the manner in which the payment shall be settled. If upon expiration of such term, the Parties have not reached an agreement, the claim shall be resolved and, if appropriate, quantified in accordance with the procedure described in Section 10, and the resolution and settlement thereof shall not be appealed.
Sample 1
Claims Among the Parties. In the event of Buyer Losses or Sellers’ Losses that do not result from Third Party Claims but result from a claim presented by any Indemnified Party against an Indemnifying Party, the Indemnified Party shall deliver a notice of such claim to the Indemnifying Party. The notice shall contain an identification of the effective or potential Losses object of the claim, a copy of all materials related to the claim in the possession of the Indemnified Party and evidence related thereof. The Indemnifying Party shall respond to the notice within fifteen (15) days from its receipt of the notice to notify the Indemnified Party whether it will or not dispute the claim.
Sample 1
Claims Among the Parties. Following the discovery of any facts or conditions which could reasonably be expected to give rise to a Claim for Losses hereunder, the party seeking indemnification under this Agreement (the "Indemnified Party") shall, within thirty (30) days thereafter, provide written notice to the party from whom indemnification is sought (the "Indemnifying Party"), specifying the factual basis of the Claim in reasonable detail to the extent then known by the party seeking indemnification.
Sample 1
Claims Among the Parties. 9.6.1 In the event that an Indemnifying Party delivers a Claim Objection Notice, the Indemnified Party(ies) and the Indemnifying Party(ies) shall attempt in good faith to resolve the claim set forth in the one or more Claim Notices triggering such Claim Objection Notice. If the Indemnified Party(ies) and the Indemnifying Party(ies) shall reach such a resolution, they shall memorialize such resolution in a written agreement and execute the same. 9.6.2 If the Indemnified Party(ies) and the Indemnifying Party(ies) are unable to reach such a resolution within thirty (30) days after delivery of such Claim Objection Notice, either the Indemnified Party(ies) or the Indemnifying Party(ies) may demand arbitration of the matter unless the amount of the Loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until the amount of the third party claim in conclusively determined or the Indemnified Party(ies) and the Indemnifying Party(ies) agree to arbitration before such determination. In either such event, the dispute between the Indemnified Party(ies) and the Indemnifying Party(ies) shall be settled by arbitration conducted by one arbitrator mutually acceptable to the Indemnified Party(ies) and the Indemnifying Party(ies). In the event that, within thirty (30) days after submission of any dispute to arbitration, the Indemnified Party(ies) and the Indemnifying Party(ies) are unable to agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, the Indemnified Party(ies) on the one hand and the Indemnifying Party(ies) on the other hand shall select one arbitrator from the American Arbitration Association roster of commercial neutrals for the Southfield, Michigan (or any successor) office of the American Arbitration Association. The two arbitrators so selected shall select a third arbitrator within ten (10) days and all three (3) persons so selected shall constitute the arbitration panel that shall resolve such dispute by a vote of two of the three of them. If either the Indemnified Party(ies) or the Indemnifying Party(ies) fail(s) to so select an arbitrator during such fifteen (15) day period, then the one arbitrator selection by either side of the dispute shall conduct the arbitration. If neither side of the dispute selects an arbitrator within such fifteen (15) day period, the dispute shall instead be settled by litigation between the parties thereto in the Federal Circuit ...
Sample 1
Claims Among the Parties. Following the discovery of any facts or conditions which could reasonably be expected to give rise to a Claim for Losses hereunder, the Party seeking indemnification under this Agreement (the "Indemnified Party") shall, within thirty (30) days thereafter, provide written notice (the "Claim Notice") to the Party from whom indemnification is sought (the "Indemnifying Party"), specifying the factual basis of the Claim in reasonable detail to the extent then known by the Indemnified Party; provided, however, that the failure to give such notice in such time period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party is materially adversely affected thereby, and then only to the extent of such material adverse effect.
Sample 1
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Related to Claims Among the Parties

  • ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents in connection with its operations under this Contract. Enterprise Services has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any Purchaser’s property resulting directly or indirectly from Contractor’s acts or omissions under this Contract.

  • AGREEMENT OF THE PARTIES The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

  • Cooperation Between the Parties The College and UFE shall supply each other with requested information reasonably needed to facilitate the processing of the grievance. Meetings to discuss any grievance shall be scheduled at mutually convenient times.

  • Settlement of Disputes between the Parties 1. Any dispute between the Parties concerning the interpretation or application of this Chapter shall, as far as possible, be settled with consultation through diplomatic channel. 2. If a dispute cannot thus be settled within 6 months, it shall, upon the request of either Party, be submitted to an ad hoc arbitral tribunal. 3. Such tribunal comprises of 3 arbitrators. Within 2 months of the receipt of the written notice requesting arbitration, each Party shall appoint one arbitrator. Those 2 arbitrators shall, within further 2 months, together select a national of a third State having diplomatic relations with both Parties who, upon approval by the Parties, shall be appointed as Chairman of the arbitral tribunal. 4. If the arbitral tribunal has not been constituted within 4 months from the receipt of the written notice requesting arbitration, either Party may, in the absence of any other agreement, invite the President of the International Court of Justice to make any necessary appointments. If the President is a national of either Party or is otherwise prevented from discharging the said functions, the Member of the International Court of Justice next in seniority who is not a national of either Party or is not otherwise prevented from discharging the said functions shall be invited to make such necessary appointments. 5. The arbitral tribunal shall determine its own procedure. The arbitral tribunal shall reach its award in accordance with the provisions of this Agreement and the principles of international law recognized by both Parties. 6. The arbitral tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both Parties. The arbitral tribunal shall, upon the request of either Party, explain the reasons of its award. 7. Each Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant costs of the Chairman and tribunal shall be borne in equal parts by the Parties.

  • Disputes between the Parties (1) Disputes between the Parties concerning the interpretation or application of this Agreement shall, if possible, be amicably settled through consultation. (2) If a dispute between the Parties cannot thus be settled within a period of six months, it shall upon the request of either Party be submitted to an arbitral tribunal. (3) Such an arbitral tribunal shall be constituted for each individual case in the following way. Within two months of the receipt of the request for arbitration, each Party shall appoint one member of the tribunal. Those two members shall then select a national of a third State who on approval by the Parties shall be appointed Chairman of the tribunal. The Chairman shall be appointed within two months from the date of appointment of the other two members. (4) If within the periods specified in paragraph (3) of this article the necessary appointments have not been made, either Party may, in the absence of any other agreement, invite the Chairman of the International Court of Arbitration of the International Chamber of Commerce to make any necessary appointments. If the Chairman is a national of either Party or if he is otherwise prevented from discharging the said function, the Vice-Chairman shall be invited to make the necessary appointments. If the Vice-Chairman is a national of either Party or if he too is prevented from discharging the said function, the Member of the International Court of Arbitration of the International Chamber of Commerce next in seniority who is not a national of either Party shall be invited to make the necessary appointments. (5) The arbitral tribunal shall reach its award by a majority of votes. Each Party shall bear the costs of its own member of the tribunal and of its representation in the arbitral proceedings; the costs of the Chairman and remaining costs shall be borne in equal parts by the Parties. The tribunal may, however, in its award direct that a highter proportion of this costs shall be borne by one of the two Parties. The tribunal shall determine its own procedure. This award shall be final and binding on the Parties.

  • RELATIONSHIP BETWEEN THE PARTIES A Party is not by virtue of this Agreement the employee, agent or partner of the other Party and is not authorised to bind or represent the other Party.

  • By the Parties Except as specifically provided in this SCIA, modifications of this SCIA shall not be effective unless agreed to in writing by both Parties in an amendment to this SCIA.

  • Settlement of Disputes between the Contracting Parties 1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled through diplomatic channels. 2. If a dispute between the contracting Parties cannot thus be settled, it shall upon the request of either Contracting Party be submitted to an arbitral tribunal. 3. Such as arbitral tribunal shall be constituted for each individual case in the following way. Within two months of the receipt of the request for arbitration, each Contracting Party shall appoint one member of the tribunal. Those two members shall then select a national of a third State who an approval by the two Contracting Parties shall be appointed Chairman of the tribunal. The Chairman shall be appointed within two months from the date of appointment of the other two members. 4. If within the periods specified in paragraph 3 of this Article the necessary appointments have not been made either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to make any necessary appointments. If the President is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments. If the vice- President is a national of either Contracting Party or if he too is prevented form discharging the said function, the members of the International Court of Justice next in seniority who is not a national of either Contracting Party Shall be invited to make the necessary appointments. 5. The arbitral tribunal shall reach its decision by a majority of votes. Such decision shall be binding on both Contracting Parties. Each Contracting Party shall bear the cost of its own member of the tribunal and of its representation in the arbitral proceedings; the cost of the Chairman and the remaining cost shall be borne in equal parts by the Contracting Parties. The tribunal may, however, in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting Parties, and this award shall be binding on both Contracting Parties. The tribunal shall determine its won procedure.

  • COMMUNICATIONS BETWEEN THE PARTIES A copy of all communications relating to the subject matter of this Agreement between the Issuer and any Paying Agent (other than the Agent) shall be sent to the Agent.

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

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