Direct Claim Procedure Sample Clauses
Direct Claim Procedure. During the 45-day period commencing upon delivery by an Indemnitee to the Indemnitor of a Notice of Claim (other than with respect to any Third Party Claim) (the “Dispute Period”), Indemnitee shall (and shall cause its Affiliates and Representatives to) allow the Indemnitor and its Representatives to conduct a reasonable investigation of the matter or circumstance alleged to give rise to such Notice of Claim, and whether and to what extent any amount is payable in respect of the matter or circumstance set forth in the Notice of Claim, and the Indemnitee shall (and shall cause its Affiliates and Representatives to) reasonably assist the Indemnitor’s reasonable investigation by giving such information and assistance (including, in the case where Seller is the Indemnitor, reasonable access to management personnel upon reasonable advance notice during normal business hours and the right to examine any accounts, existing documents or existing records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitee and Indemnitor resolve any claim or matter set forth in the Notice of Claim, then they shall enter into a mutually agreeable settlement agreement memorializing the terms of such resolution.
Direct Claim Procedure. In the event a Glencore Indemnitee has a claim (a "Direct Claim") for indemnity under this Article 9 that does not involve a Third Party Proceeding, the Glencore Indemnitee agrees to give prompt notice in writing of such claim to the Company. Such notice shall set forth in reasonable detail such claim and the basis for indemnification. The failure to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent such failure prejudices the Company. If the Company agrees with such claim the Company will notify the Glencore Indemnitee within 45 days following the receipt of a notice with respect to any such claim and such Losses shall be conclusively deemed a liability of the Company and the Company shall promptly pay to the Glencore Indemnitee any and all Losses arising out of such claim. If the Company has disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 10.13.
Direct Claim Procedure. (a) In the event the Indemnified Party should have a claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains (a) a description and the amount (the “Claimed Amount”) of any Damages incurred or suffered by the Indemnified Party, (b) a statement that the Indemnified Party is entitled to indemnification under this Article 9 and a reasonable explanation of the basis therefor, and (c) a demand for payment by the Indemnifying Party.
(b) Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount.
(c) If the Indemnifying Party timely delivers a written response to the Indemnified Party that complies with this Section 9.6, the Indemnifying Party and the Indemnified Party shall, during the thirty (30) days following such delivery, negotiate in good faith and use commercially reasonable efforts to resolve promptly all of the disputed items or amounts specified in such written response. Any such disputed items or amounts that are resolved by a written agreement between the Indemnifying Party and the Indemnified Party shall be final, binding and conclusive on the parties.
(d) If the Indemnifying Party and the Indemnified Party are unable to resolve all of the disputed items or amounts specified in a written response during such thirty-day period, any unresolved disputed items or amounts shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, then in effect (the “Rules”). The decision of arbitration shall be final and conclusive upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration proceedings shall be held in Chicago, ...
Direct Claim Procedure. In the event a Buyers Indemnitee or a Seller Indemnitee (as the case may be, an “Indemnitee”) intends to claim indemnification for a Loss under the terms hereof that does not involve a Third Party Claim (“Direct Claim”), such Indemnitee shall give written notice to the Party responsible for such indemnification pursuant to Sections 10.1 and 10.2, as applicable (the “Indemnitor”) informing the Loss suffered and specifying in detail its cause and amount involved (“Direct Claim Notice”).
10.7.1. If, following receipt of a Direct Claim Notice, the Indemnitor disputes its liability for the Loss suffered by the Indemnitee described therein, the Indemnitor shall give the Indemnitee notice within 10 Business Days from the date of its receipt of the Direct Claim Notice, specifying in reasonable detail the reasons for its dispute (“Response to Direct Claim Notice”). If the term of 10 Business Days has elapsed and the Indemnitor has failed to provide the Indemnitee with a Response to the Claim Notice, the Loss specified in the applicable Claim Notice shall become due by the Indemnitor and, unless otherwise subject to any of the limitations set out in this Section 10, shall be paid to Indemnitee within 10 Business Days from the end of the term for timely presentation of the Response to Direct Claim Notice (with due regard to Section 12.2 below). If the Indemnitor disputes only a part of the Loss described in the Direct Claim Notice, the non-disputed amount shall become due by the Indemnitor and, unless otherwise subject to any of the limitations set out in this Section 10, shall be paid to Indemnitee within 10 Business Days from the date of the Response to Direct Claim Notice (with due regard to Section 12.2 below).
10.7.2. If, following receipt of a Direct Claim Notice, the Indemnitor timely provides a Response to Direct Claim Notice, the Indemnitee and the Indemnitor shall use their good faith and reasonable best efforts to, within 10 Business Days from the date of the Response to Direct Claim Notice, discuss and resolve the content of the Direct Claim Notice and related Response to Direct Claim Notice, and the amount of the indemnifiable Loss of the Indemnitee if any (which, if agreed and, unless otherwise subject to any of the limitations set out in this Section 10, shall be paid to Indemnitee within 10 Business Days from the date of the Response to Direct Claim Notice (with due regard to Section 12.2 below)). If resolution is not reached with respect to any dispu...