Details of Claims Sample Clauses

Details of Claims. No claim for indemnity hereunder shall be valid unless and until written notice providing reasonable details of the reasons supporting the claim, including such information and documentation with respect thereto as is then reasonably available to the Indemnitee, is given by the Indemnitee to the Indemnitor at or prior to the expiration of the applicable limitation periods herein provided for.
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Details of Claims. With respect to any Claim provided for under Sections 5.1 or 5.2(a), no indemnity under this Agreement shall be sought unless written notice providing reasonable details of the reasons for which the indemnity is sought is provided to either of the Vendors or the Purchaser, as the case may be, before the expiration of the limitation dates provided for in Sections 5.1 or 5.2(a) respectively, as applicable.
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Details of Claims. Notices of Claims under this Agreement shall be given by the Buyer to the Seller within the time limits specified in Section 13.3 specifying information in relation to the legal and factual basis of the Claim and – to the reasonable extent - the evidence on which the Buyer relies and, if practicable, an estimate of the amount of Expenditures which are, or are to be, the subject of the Claim (the „Notice of Claim”). If such need arises, the Buyer may subsequently provide the Seller with the new notice of a given Claim where the value of Expenditures is altered.
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Details of Claims. With respect to any claim provided for under Subsection 7(1) and Section 7(2), no indemnity under this Agreement shall be sought unless written notice providing reasonable details of the reasons for which the indemnity is sought is provided to the Vendor or the Purchaser, as the case may be.
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Details of Claims. 38 17.7 De Minimis/Limitation...............................................................38 Article 18 MCSi GUARANTEE 18.1 MCSi Guarantee......................................................................39
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Details of Claims. 65 15.6 Mitigation............................................................. 65 15.7 Selling Shareholders' Representatives.................................. 66 ARTICLE 16 MISCELLANEOUS....................................................... 66
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Details of Claims. 72 11.9 Indemnification Sole Remedy . . . . . . . . . . . . . . . . . . . . . . . . 72
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Details of Claims. With respect to any Claim pursuant to Section 11.3 or 11.4 hereof, no indemnity hereunder shall be sought unless written notice providing reasonable details of the reasons for which the indemnity is sought is provided to the Vendor (or Domtar) or the Purchaser, as the case may be. Such notice shall be given promptly on the occurrence of the circumstances giving rise to the Claim coming to the attention of the Indemnitee hereunder; provided that failure to so notify the Indemnitor shall not relieve the Indemnitor from any liabilities which it may have to the Indemnitee (i) hereunder, except to the extent that is actually prejudiced thereby, or (ii) otherwise than under this Article 11.
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Details of Claims. With respect to any claim provided for under paragraphs 11.1 and 11.2, no indemnity hereunder shall be sought unless written notice providing reasonable details of the reasons for which the indemnity is sought is provided to the Vendor or the Purchaser, as the case may be, and such notice is given by the Purchaser or the Vendor, as the case may be, before the expiration of the limitation dates provided in paragraphs 8.2 and 8.3 hereof; provided, further, with respect to all claims for indemnification as to third party claims, the party from whom indemnification is sought shall have the right to defend and resolve such claims at its own expense and the indemnified party will cooperate with the indemnifying party and will not unreasonably withhold its consent to settlement of any claims.
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Related to Details of Claims

  • Notices of Claims and Litigation Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

  • Payment of Claims A. If advance payment of all or a portion of the Grant funds is permitted by statute or regulation, and the State agrees to provide such advance payment, advance payment shall be made only upon submission of a proper claim setting out the intended purposes of those funds. After such funds have been expended, Grantee shall provide State with a reconciliation of those expenditures. Otherwise, all payments shall be made thirty five (35) days in arrears in conformance with State fiscal policies and procedures. As required by IC § 4-13-2-14.8, all payments will be by the direct deposit by electronic funds transfer to the financial institution designated by the Grantee in writing unless a specific waiver has been obtained from the Indiana Auditor of State.

  • Notification of Claims In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

  • Settlement of Claims The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

  • Assignment of Claims Pursuant to Public Contract Code Section 7103.5 and Government Code Section 4552, Contractor and Contractor’s subcontractor(s) hereby acknowledge and agree that by entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor and Contractor’s subcontractor have offered and agreed to assign to District all rights, title, and interest in and to all causes of action Contractor and Contractor’s subcontractor(s) may have under Section 4 of the Xxxxxxx Act (15 U.S.C. Section 15) or under the Xxxxxxxxxx Act (Business and Professions Code Sections 16700, et seq.), arising from purchases of goods, services, or materials pursuant to this Contract. This assignment shall be made and become effective at the time District tenders final payment to Contractor, without further acknowledgment by the Parties.

  • Adjustment of Claims Tenant shall cooperate with Landlord and Landlord’s insurers in the adjustment of any insurance claim pertaining to the Building or the Project or Landlord’s use thereof.

  • Satisfaction of Claims Unless otherwise provided in this Plan, any distributions and deliveries to be made on account of Allowed Claims under this Plan shall be in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

  • Notice of Claims If the City or Contractor receives notice of any claim or circumstances which could give rise to an indemnified loss, the receiving Party shall give written notice to the other Party within 30 days. The notice must include the following:

  • Notice of Claims, etc Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

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