Common use of Direct Claim Procedures Clause in Contracts

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 9.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Such notice shall describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Following such notice, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.11.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (United States Steel Corp), Membership Interest Purchase Agreement (Fortress Transportation & Infrastructure Investors LLC)

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Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 9.02 7.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified PartyParty and which amount shall not be conclusive of the final amount of the claim). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty or the defenses or other rights available to the Indemnifying Party with respect to such claim. Such notice shall describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Following such notice, the Parties The parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with an appropriate court of jurisdiction determined pursuant to Section 11.119.06; provided that if the Indemnifying Party does not respond within 30 days to the notice of such claim, the Indemnifying Party shall be deemed to have accepted the claim.

Appears in 1 contract

Samples: Purchase Agreement (Freeport-McMoran Inc)

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 9.02 6.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail the specifics of such claim and claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. Such notice shall describe If the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Indemnifying Party disputes its indemnity obligation for any Damages that have been or may be sustained by the Indemnified Party. Following with respect to such noticeclaim, the Parties parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with an appropriate court of jurisdiction determined pursuant to Section 11.117.06.

Appears in 1 contract

Samples: Contribution and Purchase Agreement (Enterprise Products Partners L P)

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 9.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and claim, the basis for indemnification and the amount of all related Damages (taking into account the information then available to the Indemnified Party, including any limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Such notice shall describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Following such notice, the Parties parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiationsnegotiations within thirty (30) days after delivery of the notice described in this Section 9.05, such dispute shall be resolved by litigation in accordance with an appropriate court of jurisdiction determined pursuant to Section 11.11.

Appears in 1 contract

Samples: Stock Purchase Agreement (McCormick & Co Inc)

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Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 9.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail the specifics of such claim and claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. Such notice shall describe If the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Indemnifying Party disputes its indemnity obligation for any Damages that have been or may be sustained by the Indemnified Party. Following with respect to such noticeclaim, the Parties parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with an appropriate court of jurisdiction determined pursuant to Section 11.1111.06.

Appears in 1 contract

Samples: Liquidity Option Agreement (Enterprise Products Partners L P)

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