Common use of Claims Other Than Third Party Claims Clause in Contracts

Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)), the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action in a court of law.

Appears in 2 contracts

Samples: Share Purchase Agreement (Avino Silver & Gold Mines LTD), Share Purchase Agreement

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Claims Other Than Third Party Claims. Following receipt from the Vendor Vendors or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)Section 6.4(b) below), the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claimsuch amount. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action arbitration as set out in a court of lawSection 7.12.

Appears in 1 contract

Samples: Share Purchase Agreement (Peace Arch Entertainment Group Inc)

Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the "Indemnified Party"), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)section 9.5(b) below), the party who is in receipt of such notice (the "Indemnifying Party") shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by available to the Indemnified Party or in its possession relating to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action arbitration as set out in a court of lawSection 13.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fossil Inc)

Claims Other Than Third Party Claims. Following receipt from the Vendor Company or the Purchaser, as the case may be (the "Indemnified Party"), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)Section 10.3(b) below), the party who is in receipt of such notice (the "Indemnifying Party") shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action arbitration as set out in a court of lawSection 13.10.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Tiffany & Co)

Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)section 8.5(b) below), the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by available to the Indemnified Party or in its possession relating to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action arbitration as set out in a court of lawsection 13.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifeline Systems Inc)

Claims Other Than Third Party Claims. Following receipt from the Vendor Corporation or the Purchaser, as the case may be (the "Indemnified Party" which for purposes of this Article VII shall include its directors, officers, agents and nominees), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b))Claim, the party who is was in receipt of such notice (the "Indemnifying Party") shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such thirty (30-day period (or any mutually agreed upon extension thereof) days to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action in a court of law.

Appears in 1 contract

Samples: Subscription Agreement (Balanced Care Corp)

Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the "Indemnified Party"), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)section 9.4(b) below), the party who is in receipt of such notice (the "Indemnifying Party") shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action in a court of lawaccordance with section 14.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Microproducts Inc)

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Claims Other Than Third Party Claims. Following receipt from the Vendor Vendors or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)Section 6.6(b) below), the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claimsuch amount. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action arbitration as set out in a court of lawSection 6.9.

Appears in 1 contract

Samples: Purchase Agreement (Peace Arch Entertainment Group Inc)

Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the "Indemnified Party"), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)subsection 9.4(b) below), the party who is in receipt of such notice (the "Indemnifying Party") shall have thirty (30) 30 days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action in a court of lawaccordance with Section 14.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Miami Computer Supply Corp)

Claims Other Than Third Party Claims. Following receipt from the Vendor Vendors or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b))Claim, the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) 30 days to make such investigation of the claim Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claimClaim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claimUndisputed Amount. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action arbitration as set out in a court of lawSection 7.15.

Appears in 1 contract

Samples: Share Purchase Agreement (Clearone Communications Inc)

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