Claims Between the Parties. If any Party (for purposes of this Section 14.5, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter (other than an Third Party Claim) for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability (any such items being herein called a "Claim") being owed to the Indemnified Party by another Party (the "Indemnifying Party"), the Indemnified Party shall give prompt written notice to the Indemnifying Party of the Claim, stating the nature and basis of the Claim and the amount claimed thereunder, together with supporting information to the Claim, if any. If the Indemnifying Party does not notify the Indemnified Party within 30 days from the date such Claim notice is given that it disputes the Claim, the amount of the Claim shall conclusively be deemed to be a liability of the Indemnifying Party hereunder.
Claims Between the Parties. The following provisions of this Section 5.2, excluding and limiting liability, shall apply not only to the Parties, but also to those of their Affiliates which properly participate as Subcontractors in the Project, each of which is an intended beneficiary of this Section 5.2.
Claims Between the Parties. All claims for indemnification under this Agreement, other than Third Party Claims as described in Section 10.4, shall be resolved in accordance with the following procedures:
Claims Between the Parties. With respect to any other Claim for indemnification hereunder not involving a Third-Party Claim, the Indemnified Party shall give the Indemnifying Party a Claim Notice. Within thirty (30) days following receipt of the Claim Notice, the Indemnifying Party shall either (i) acknowledge and agree by written notice to the Indemnified Party that the Indemnifying Party intends to satisfy such Claim or (ii) notify the Indemnified Party that the Indemnifying Party disputes the Claim. If the Indemnifying Party agrees to satisfy the Claim, the Claim shall be satisfied in accordance with Section 8.4(f). If the Indemnifying Party disputes the Claim, the parties agree to negotiate in good faith to resolve the dispute for a period of thirty (30) days. If the parties cannot reach a satisfactory resolution of the Claim within such thirty (30)-day period, any party may choose to litigate the Claim.
Claims Between the Parties. If the claim is not asserted against or sought to be collected by a third party, and neither the Principal Equity Holders (if the Principal Equity Holders are the Indemnifying Parties), or Parent (if Parent is the Indemnifying Party), notifies the Indemnified Party within twenty (20) business days that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. In case an objection is made in writing, the Indemnified Party shall have fifteen (15) business days to respond in a written statement to the objection. If, after such fifteen (15) business day period, there remains a dispute as to any claim, the Parties shall attempt in good faith for twenty (20) business days to agree upon the rights of the respective Parties with respect to each such claim. If the Parties should so agree, a memorandum setting forth such agreement and the agreed upon dollar amount of liability for such claim of the Party against whom the claim is made shall be prepared and signed by (or on behalf of) the Parties.
Claims Between the Parties. If the Indemnified Party has a claim against the Indemnifying Party that does not involve a Third Party Claim, then the terms of Section 13.11 will apply.
Claims Between the Parties. If any party (for purposes of this Section 9.4, an "INDEMNIFIED PARTY") becomes aware of a fact, circumstance, claim, situation, demand or other matter (other than a Third Party Claim) for which it or any other Indemnified 29 33 Party has been or could be indemnified under this Article IX and which has resulted or could result in a liability (any such items being herein called a "CLAIM") being owed to the Indemnified Party by another party (the "INDEMNIFYING PARTY"), the Indemnified Party shall give prompt written notice to the Indemnifying Party of the Claim, stating the nature and basis of the Claim and the amount claimed thereunder, together with supporting information to the Claim, if any. If the Indemnifying Party does not notify the Indemnified Party within 30 days from the date such Claim notice is given that it disputes the Claim, the amount of the Claim shall conclusively be deemed to be a liability of the Indemnifying Party hereunder. If the Indemnifying Party provides written notice to the Indemnified Party within such 30 day period that it contests such indemnity, the parties shall attempt in good faith to resolve the dispute with regard thereto within 30 days of delivery of the Indemnifying Party's notice. If the parties cannot reach agreement within such 30 day period, the matter shall be resolved pursuant to and in accordance with Section 10.3 hereof.
Claims Between the Parties. Upon receipt of any request for -------------------------- indemnification with respect to a claim by Indemnitee directly against Indemnitor (rather than to a claim for indemnification with respect to a claim brought against Indemnitee by a third party), Indemnitor shall, within 30 days of the mailing of Indemnitee's notice setting forth such request for indemnification, either (a) agree in writing to such indemnification request, or (b) if Indemnitor believes in good faith that it is not obligated to indemnify Indemnitee with respect to such claim, provide Indemnitee with written notice setting forth the basis for such objection in reasonable detail. If Indemnitor fails to respond to Indemnitee's written request within such 30-day period, Indemnitee's right to indemnification, as set forth in Indemnitee's notice to Indemnitor, shall be deemed agreed to by Indemnitor. If Indemnitor timely objects to Indemnitee's request for indemnification, Indemnitor and Indemnitee shall meet and confer and attempt to resolve such dispute through good faith negotiations. If they are unable to resolve such dispute within 20 days (or such longer period as Indemnitor and Indemnitee may agree) of delivery of Indemnitor's written objection, such dispute shall be settled by binding arbitration before a single arbitrator in (i) the County of Mecklenburg, State of North Carolina, if DPRC (or a DPRC Representative) is Indemnitee, and (ii) Orange County, California, if a Controlling Shareholder (or a Controlling Shareholder Representative) is Indemnitee. Such proceedings shall be conducted by the American Arbitration Association pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.
Claims Between the Parties. (1) For the purposes of paragraphs (2) and (3) of this Article, the expression
(a) in the case of a vessel, a vessel on bare boat charter to the relevant Party or requisitioned by it on bare boat terms or seized by it in prize;
(b) in the case of a vehicle or an aircraft, a vehicle or an aircraft on hire or charter to the relevant Party except to the extent that the risk of loss or liability is borne by a third party; and
(c) in the case of any other property, property hired by the relevant Party except to the extent that the risk of loss or damage is borne by a third party.
(2) Each Party waives any claim against the other Party in respect of:
(a) loss of, or damage to (including loss of the use of) property owned by a Party and used by its armed forces;
(b) maritime salvage of any vessel or cargo owned by a Party and used by its armed forces; and
(c) personal injury or death suffered by any member of, or other person in the service of, a Party’s armed forces, which arises out of any act or omission, in the territory of a Party or in connection with activities mutually arranged between the Parties in the territory of a Party, by a member of, or other person in the service of, the armed forces of the other Party, in the performance of official duties by that member or person.
(3) A claim by one Party against the other Party in respect of:
(a) loss of, or damage to (including loss of the use of) property owned by a Party, but not used by its armed forces; and
(b) maritime salvage of any vessel or cargo owned by a Party, but not used by its armed forces, which arises out of any act or omission, in the territory of one Party or in connection with activities mutually arranged between the Parties in the territory of one Party, by a member of, or other person in the service of, the armed forces of the other Party, in the performance of official duties by that member or person shall be settled in accordance with paragraph (4) of this Article.
(4) A claim under paragraph (3) of this Article shall be settled in accordance with the following provisions:
(a) where one Party is solely liable for the loss or damage that Party shall meet the costs of the claim in full;
(b) where the Parties are jointly liable for the loss or damage:
(i) where it is possible to apportion liability between the Parties, each Party shall meet the portion of the costs of the claim corresponding to the degree of the Party’s liability; or
(ii) where it is not possible to apportion liability be...
Claims Between the Parties. 30 ARTICLE X - GENERAL PROVISIONS ..................................... 31 10.1 NOTICES .................................................. 31 10.2 INTERPRETATION............................................ 32 10.3 MISCELLANEOUS............................................. 32 10.4 COUNTERPARTS.............................................. 32 10.5 PARTIES IN INTEREST....................................... 32 10.6 DEFINITIONS............................................... 33 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of October 26, 2000 ("AGREEMENT"), is made and entered into by and among SQS Acquisitions Inc., a corporation organized under the laws of British Columbia ("PURCHASER"), its wholly owned subsidiary SQS Acquisitions (U.S) Inc., a Delaware Corporation ("USCO"), Verso Technologies, Inc., a Minnesota corporation ("SELLER") and Squirrel Systems, Inc., a Georgia corporation ("SQUIRREL"). Purchaser and USCO are sometimes collectively referred to herein as the "ACQUIRERS".
