Contested Claim Sample Clauses

Contested Claim. A Claim that is denied because the Claim is an ineligible Claim, the Claim submission is incomplete, the coding or other required information to be submitted is incorrect, the amount Claimed is in dispute, or the Claim requires special treatment.
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Contested Claim. When a debtor disputes the validity of a claim.
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Contested Claim. (FFS PSNs only) - A claim that has not been authorized and forwarded to the Medicaid fiscal agent by the Health Plan because it has a material defect or impropriety.
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Contested Claim. 9.5(b) Control, controlled by, under common control with .. 11.2(q)
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Contested Claim. If the Representative gives a written notice ("Contested Claim Notice") contesting all, or a portion of, a Notice of Claim to Worldtalk and the Escrow Agent ("Contested Claim") and such Contested Claim Notice is deemed, under the provisions of Section 11 hereof, to have been delivered to Worldtalk and the Escrow Agent within the 15-day period or 5-day period described in Section 5.1 above, then the Representative and a representative from Worldtalk will attempt in good faith to resolve the dispute, and if such representatives are not able to do so within 10 days after receipt by Worldtalk of the Contested Claim Notice then the Contested Claim will be promptly settled by binding arbitration or litigation as provided in Section 10.3 of the Plan of Reorganization. Any portion of the Notice of Claim that is not contested, or the uncontested amount of any Contested Claim, will be resolved as an uncontested claim as set forth in Section 5.1 above. The final decision of the arbitrator or the court shall be furnished to the Representative, Worldtalk and the Escrow Agent in writing and will constitute a conclusive determination of the issue in question, binding upon the Demixx Xxxreholders, Worldtalk and the Escrow Agent and shall not be contested by any of them; provided that in no event will the Escrow Agent be a party to such arbitration.
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Contested Claim. If the parties fail to reach such agreement within the specified time, the Buyer Indemnified Person or the Indemnifying Party may bring suit to resolve the Contested Claim in the Court of Chancery of the State of Delaware or, if such court declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware.
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Contested Claim. In the event that the REBA Stockholders' Agent delivers written objection to any claim or cxxxxs made in the Officer's Certificate to Acquiror and the Escrow Agent, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the REBA Stockholders' Agent. If after such thirty (30) day period there xxxxins a dispute as to any claims, the REBA Stockholders' Agent and Acquiror shall attempt in good faith for xxxty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the REBA Stockholders' Agent and Acquiror should so agree, a memorandum sxxxxng forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares and Escrow Notes or other property from the Escrow Fund in accordance with the terms thereof. If no agreement can be reached after good faith negotiation between the parties, then the matter will be settled by binding arbitration pursuant to the terms of Section 8.6 of the Merger Agreement. Any portion of the claim made in the Officer's Certificate which is not contested shall be disbursed in accordance with Section 4(c) of this Escrow Agreement. Pursuant to the terms of Section 8.6 of the Merger Agreement, the final decision of the arbitrator shall be furnished in writing to the Escrow Agent, and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith.
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Contested Claim. If the Representative gives a written notice contesting all, or a portion of, a Notice of Claim to CCT and the Escrow Agent (a "Contested Claim") and such written notice is deemed, under the provisions of Section 10 hereof, to have been delivered to CCT and the Escrow Agent within the 30-day period described in Section 5(a) above, then such Contested Claim will be promptly settled by binding arbitration as provided herein. Any portion of the Notice of Claim that is not contested, or the uncontested amount of any Contested Claim, will be resolved as an uncontested claim as set forth in Section 5(a) above. The final decision of the arbitrator shall be furnished to the Representative, CCT and the Escrow Agent in writing and will constitute a conclusive determination of the issue in question, binding upon the UniCAD Common Stockholders, CCT and the Escrow Agent and shall not be contested by any of them. Such arbitration proceeding will be subject to the following rules:
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Related to Contested Claim

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Tax Reduction Proceedings After an Event of Default, Borrower shall be deemed to have appointed Lender as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Indemnification Proceedings Each party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

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