Claims and Procedures Sample Clauses

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) to the other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-d...
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Claims and Procedures. (1) To the best efforts of the Guarantors, to the best of their knowledge, unless otherwise disclosed in the Disclosure Letter, no litigation, action, arbitration, other legal or administrative proceedings or governmental investigation is pending between the Project Company and the Guarantors. The Project Company, the Founder and the management are in good standing and are not involved in any pending litigation, action, arbitration or other legal or administrative proceedings, or subject to any governmental investigation, or any outstanding judgment, award or decision or any pending litigation, action, arbitration or other legal or administrative proceedings or governmental investigation or governmental investigation, to which they are aware. None of the directors, supervisors, senior officers, legal representative or management team of the Project Company is involved in or has been notified that it is a subject of any claim, where such claim has had or may have a material adverse effect on the Project Company. (2) No Project Company has received any administrative order for its dissolution or passed any resolution in such a case. No seizing, freezing or other enforcement procedure has been enforced on the assets of the Project Company. There is no circumstance where the Project Company is insolvent or unable to pay its debts due. No Project Company has received any notice that anyone has filed any application to any court for the issuance of an order that declares its bankruptcy, or that such order is in the issuance or pending stage. No Project Company has taken any steps to seek protection from any bankruptcy law, nor does it know or has any reason to believe that its creditor intends to initiate compulsory bankruptcy proceedings, nor is it aware of any fact that in reasonable judgment may lead a creditor to initiate compulsory bankruptcy proceedings.
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Claims and Procedures. In the event of a Mechanical Breakdown/Failure expressly covered under this Agreement, and so as to not exclude coverage under this Agreement, You must follow the specific procedures listed below:
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Claims and Procedures. Any claim by an Indemnified Party on account of Damages and which entitles an Indemnified Party to indemnification pursuant to this Section ‎9, will be asserted by giving the Shareholders’ Representative written notice thereof within sixty (60) days after the Indemnified Party becomes aware of such Damages, signed by an officer of the Indemnified Party (a “Claim Certificate”): 9.6.3.1. stating that an Indemnified Party determines in good faith that there is a breach of a representation, warranty or covenant contained in this Agreement or that such Indemnified Person is or may otherwise be entitled to indemnification under this Section ‎9; 9.6.3.2. specifying in reasonable detail the material facts known to the Indemnified Party giving rise to such claim; and 9.6.3.3. containing a good-faith estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party.
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Claims and Procedures. Upon occurrence of any accident covered under this Limited Warranty, the Company must report the same directly to SKECHERS on forms to be provided by SKECHERS, which report must be received by SKECHERS within twenty-one (21) days of the occurrence of such accident. Failure to so notify SKECHERS within said time period, will result in denial of the claim.
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Claims and Procedures. Except as shown in the Annual Accounts of SCR and Setelco and Appendix XII to this Agreement, SCR and Setelco are not involved as plaintiff or defendant in any pending legal proceedings. No legal measures or proceedings are expected against them, nor have any claims been filed or are any claims expected to be filed against them that may result in an essentially unfavourable change in the financial or economic status of SCR or Setelco.
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Claims and Procedures 
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Related to Claims and Procedures

  • Claims and Review Procedures 6.1 For all claims other than Disability benefits:

  • Claims and Suits (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

  • Claims and Review Procedure In the event that any claim for benefits that must initially be submitted in writing to the Board of Directors, is denied (in whole or in part) hereunder, the claimant shall receive from First Charter a notice of denial in writing within 60 days, written in a manner calculated to be understood by the claimant, setting forth the specific reasons for denial, with specific reference to pertinent provisions of this Supplemental Agreement. Any disagreements about such interpretations and construction shall be submitted to an arbitrator subject to the rules and procedures established by the American Arbitration Association. The arbitrator shall be acceptable to both First Charter and the Executive (or Beneficiary); if the parties cannot agree on a single arbitrator, the disagreement shall be heard by a panel of three arbitrators, with each party to appoint one arbitrator and the third to be chosen by the other two. No member of the Board of Directors shall be liable to any person for any action taken under Article VIII except those actions undertaken with lack of good faith.

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

  • Rules and Procedures The Benefit Society By-Laws will be amended to provide for a 6th Director with three Directors appointed by the Unions and three Directors appointed by the Corporation.

  • Claim Procedures Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Notice and Procedures If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.

  • Direct Claim Procedures In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

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