Common use of Claims by a Party Clause in Contracts

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection (1) above) pursuant to this Article will be made as follows: the indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection (1) above, stating with reasonable specificity the nature of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Las Vegas, NV.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection section (1a) above) pursuant to this Article will Section shall be made as follows: the The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s ability to defend against the underlying claim, party of any claim by the indemnified party which has not been made pursuant to subsection (1a) above, stating with reasonable specificity the nature and basis of such claim and the amount thereof, to the extent known. The claim will shall be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) paragraph if within thirty forty-five (3045) days after the indemnifying party's ’s receipt of the claim the indemnified party will shall not have received written objection to the claim. In such event, the claim will shall be conclusively presumed to have been assented to and approved. If within the aforesaid thirty forty-five (3045) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will shall be settled by a court arbitration in New York, New York in accordance with the rules and procedures of competent jurisdiction located in Las Vegas, NVthe American Arbitration Association and New York law will govern without reference to its choice of law provision.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection (1) above) pursuant to this Article will be made as follows: the indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s 's ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection (1) above, stating with reasonable specificity the nature of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day 30)-day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Las VegasNashville, NVTennessee.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection (1) above) pursuant to this Article will be made as follows: the indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s 's ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection (1) above, stating with reasonable specificity the nature of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Las VegasNashville, NVTennessee.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection section (1a) above) pursuant to this Article will Section shall be made as follows: the The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s ability to defend against the underlying claim, party of any claim by the indemnified party which has not been made pursuant to subsection (1a) above, stating with reasonable specificity the nature and basis of such claim and the amount thereof, to the extent known. The claim will shall be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) paragraph if within thirty forty-five (3045) days after the indemnifying party's ’s receipt of the claim the indemnified party will shall not have received written objection to the claim. In such event, the claim will shall be conclusively presumed to have been assented to and approved. If within the aforesaid thirty forty-five (3045) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Las Vegas, NV.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection (1) above) pursuant to this Article will be made as follows: the indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s 's ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection (1) above, stating with reasonable specificity the nature of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Las Vegas, NV.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection (1) above) pursuant to this Article will shall be made as follows: the The indemnified party will shall give written notice within a ten (10) days to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s ability to defend against the underlying claim, party of any claim by the indemnified party which has not been made pursuant to subsection (1) above, stating with reasonable specificity the nature and basis of such claim and the amount thereof, to the extent known. The claim will shall be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) Section if within thirty forty-five (3045) days after the indemnifying party's ’s receipt of the claim the indemnified party will shall not have received written objection to the claim. In such event, the claim will shall be conclusively presumed to have been assented to and approved. If If, within the aforesaid thirty forty-five (3045) day period period, the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will be settled by a court of competent jurisdiction located resolved in Las Vegas, NVconjunction with the underlying action that gave rise to the claim for indemnification.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection subparagraph (1) above) pursuant to this Article will shall be made as follows: the The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s ability to defend against the underlying claim, party of any claim by the indemnified party which has not been made pursuant to subsection subparagraph (1) above, stating with reasonable specificity the nature and basis of such claim and the amount thereof, to the extent known. The claim will shall be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) paragraph if within thirty forty-five (3045) days after the indemnifying party's receipt of the claim the indemnified party will shall not have received written objection to the claim. In such event, the claim will shall be conclusively presumed to have been assented to and approved. If within the aforesaid thirty forty-five (3045) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will shall be settled by arbitration at a court venue to be determined by the parties in accordance with the rules and procedures of competent jurisdiction located in Las Vegas, NVthe American Arbitration Association.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection subparagraph (1) above) pursuant to this Article will be made as follows: the The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s 's ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection (1) above, stating with reasonable specificity the nature of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) paragraph if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will be settled by arbitration in Wilmington, Delaware in accordance with the rules and procedures of the American Arbitration Association. Notwithstanding the provisions of this clause (2), the enforcement provisions set forth in paragraph 11.2 will be available in the event of a court breach of competent jurisdiction located in Las Vegas, NVparagraph 11.1.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection subparagraph (1) above) pursuant to this Article will be made as follows: the The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s 's ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection subparagraph (1) above, stating with reasonable specificity the nature of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) paragraph if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the indemnified party shall have the right to pursue any remedy available to it in resolution of such dispute or unresolved issue or issues will be settled by a court of competent jurisdiction located in Las Vegas, NVissues.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection subparagraph (1) above) pursuant to this Article will be made as follows: the The indemnified party will give written notice (which written notice will briefly describe the basis of the claim and the amount thereof) to the indemnifying party, within such time as not to materially prejudice unduly the indemnifying party’s 's ability to defend against the underlying claim, of any claim by the indemnified party which has not been made pursuant to subsection subparagraph (1) above, stating with reasonable specificity the nature and basis of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim estimated pursuant to this clause (2) Section if within thirty (30) days after the indemnifying party's receipt of the claim the indemnified party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle Notwithstanding the disputeprovisions of this clause (2), the unresolved issue or issues enforcement provisions set forth in Section 11.2 will be settled by available in the event of a court breach of competent jurisdiction located in Las Vegas, NVSection 11.1.

Claims by a Party. (1) The determination of a claim Claim asserted by a party hereunder pursuant to this Article (other than as set forth in subsection (1Subsection 9.04(a) above) pursuant to this Article will shall be made as follows: the : (1) The indemnified party will shall give written notice an Indemnity Notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party’s ability to defend against the underlying claim, party of any claim Claim by the indemnified party which has not been made pursuant to subsection (1Subsection 9.04(a) above, stating with reasonable specificity the nature and basis of such claim Claim and the amount thereof, to the extent known. . (2) The claim will Indemnity Notice shall be deemed to have resulted in a determination in favor of the indemnified party and to have resulted in a liability of the indemnifying party in an amount equal to the amount of such claim Claim estimated pursuant to this clause (2) Section 9.04 if within thirty forty-five (3045) days after the indemnifying party's ’s receipt of the claim Indemnity Notice the indemnified party will shall not have received written objection to the claimIndemnity Notice. In such event, the claim will for indemnity shall be conclusively presumed to have been assented to and approved. . (3) If within the aforesaid thirty forty-five (3045) day period the indemnified party will shall have received written objection to a claim an Indemnity Notice (which written objection will shall briefly describe the basis of the objection to the claim Indemnity Notice or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will shall be settled by a court arbitration in accordance with the rules and procedures of competent jurisdiction located in Las Vegas, NVthe American Arbitration Association.

Claims by a Party. The determination of a claim asserted by a party hereunder (other than as set forth in subsection (1subparagraph 14.4(1) above) pursuant to this Article XIV will be made as follows: the indemnified party The Indemnified Party will give written notice to the indemnifying partyIndemnifying Party, within such time as not to prejudice unduly the indemnifying party’s Indemnifying Party's ability to defend against the underlying claim, of any claim by the indemnified party Indemnified Party which has not been made pursuant to subsection subparagraph (1) above, stating with reasonable specificity the nature and basis of such claim and the amount thereof, to the extent known. The claim will be deemed to have resulted in a determination in favor of the indemnified party Indemnified Party and to have resulted in a liability of the indemnifying party Indemnifying Party in an amount equal to the amount of such claim estimated pursuant to this clause (2) paragraph if within thirty (30) days after the indemnifying partyIndemnifying Party's receipt of the claim the indemnified party Indemnified Party will not have received written objection to the claim. In such event, the claim will be conclusively presumed to have been assented to and approved. If within the aforesaid thirty (30) day period the indemnified party Indemnified Party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of sixty (60) days after receipt of such objection the parties will attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will be settled by arbitration in a court location mutually acceptable to each party, in accordance with the rules and procedures of competent jurisdiction located in Las Vegas, NVthe American Arbitration Association.