Duties in the Event of Claim Sample Clauses

Duties in the Event of Claim a. As soon as practicable after the date of discovery, Merchant shall provide a written Notice of Claim to Global Payments. Such Notice of Claim shall include: i. the circumstances by which the incident was discovered, including but not limited to, a copy of the first formal written notification by the card network (including case number) to merchant of an incident at the merchant level or a request for a mandatory audit, if applicable; ii. expenses which may result or have resulted from the incident; iii. evidence and description of the incident giving rise to the claim; iv. any demand, notification letters, mandatory audit reports, fee and expense invoices and other documents pertinent to the claim that are in the possession of or obtainable by the Merchant. b. Global Payments shall have the right to review all relevant documentation related to all claims, including correspondences and forensic reports, except to the extent such documentation is protected by attorney-client privilege or attorney-client work product doctrine. c. To report claims to Global Payments, utilize the notice address provided for under the merchant agreement. d. Merchant shall cooperate reasonably with Global Payments in the investigation and settlement of all claims, including but not limited to: i. enforcing any contractual right to contest or mitigate any expense; and ii. assisting in making statements; in the conduct of suits; and in enforcing any right of contribution or indemnity against others. If Global Payments both prejudiced and damaged by the failure of the Merchant to comply with any of these duties, Global Payments may, at its discretion, deny liability for such claim. Should the Merchant be unable or unwilling to comply with any of the duties required herein, any successive party contractually liable for the expenses may assume such duties to comply with the terms and conditions of this Agreement. e. Payment by any party of expenses shall not automatically bind Global Payments with respect to reimbursement of any claim. f. As a condition precedent to reimbursement, the initial reporting of a claim to Global Payments must be no later than sixty (60) days after the end of the the term of this Agreement.
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Duties in the Event of Claim a. As soon as practicable after the date of discovery, Merchant shall provide x x xxxxxx Notice of Claim to TSYS. Such Notice of Claim shall include: i. the circumstances by w hich the incident w as discovered, including but not limited to, a copy of the first formal w xxxxxx notification by the card netw ork (including case number) to merchant of an incident at the merchant level or a request for a mandatory audit, if applicable; ii. expenses w hich may result or have resulted from the incident; iii. evidence and description of the incident giving rise to the claim ; iv. any demand, notification letters, mandatory audit reports, fee and expense invoices and other documents pertinent to the claim that are in the possession of or obtainable by the Merchant. b. TSYS shall have the right to review all relevant documentation related to all claims , including correspondences and forensic reports, except to the extent such documentation is protected by attorney-client privilege or attorney-client w ork product doctrine. c. To report claims to TSYS, utilize the notice address provided for under the merchant agreement.
Sample 1

Related to Duties in the Event of Claim

  • Duties in the Event of Termination In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which USBFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Duties in the Case of Enforcement In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Required Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem to be in the best interests of the Lenders. Without limiting the generality of the foregoing, if the Agent reasonably determines payment is in the best interest of all the Lenders, the Agent may without the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may be necessary to be incurred, and the Agent shall promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrower or the Guarantors or out of the Collateral within such period. The Required Lenders may direct the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted in any applicable jurisdiction.

  • Reimbursement of Expenses Associated with Security Breach In the event of a Security Breach that is attributable to the Provider, the Provider shall reimburse and indemnify the LEA for any and all costs and expenses that the LEA incurs in investigating and remediating the Security Breach, without regard to any limitation of liability provision otherwise agreed to between Provider and LEA, including but not limited to costs and expenses associated with: a. Providing notification to the parents of those students whose Student Data was compromised and regulatory agencies or other entities as required by law or contract; b. Providing credit monitoring to those students whose Student Data was exposed in a manner during the Security Breach that a reasonable person would believe may impact the student's credit or financial security; c. Legal fees, audit costs, fines, and any other fees or damages imposed against the LEA as a result of the security breach; and d. Providing any other notifications or fulfilling any other requirements adopted by the Illinois State Board of Education or under other State or federal laws.

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall: a. Remit to the COUNTY, within fourteen (14) calendar days, any advanced funds paid, prorated as of the date of termination. b. Stop working under this Contract on the date of receipt and to the extent specified in the notice of termination. c. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated. d. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated. e. Handle all property as directed by the COUNTY. f. Finalize all necessary up to date reports and documents required under the terms of this Agreement up to the date of termination, up to and including the final expenditure report due at the end of the Contract, if any, without reimbursement beyond that due as of the date of termination for services rendered to the termination date. g. Take any other actions as directed in writing by the COUNTY.

  • Legal Fees Associated with Indemnification With respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include attorney’s fees and expenses relating to the enforcement of such indemnity.

  • Effect of Change in Control In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

  • Certain Duties and Responsibilities of the Trustee In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

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