Good Faith Claims Sample Clauses

Good Faith Claims. If a Graduate Worker leaves their position based on a good faith claim of discrimination, harassment, or abusive behavior and pursues resolution pursuant to the articles of this Agreement or under any other University policies, the department or unit will either find appropriate replacement work or continue to support the Graduate Worker for the duration of the assignment, up to the end of the term immediately following the term in which the Graduate Worker left their position, with no loss of pay, benefits, or other rights contained in this Agreement.
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Good Faith Claims. Any Indemnified Party shall bring a claim for indemnification hereunder in good faith and in a timely manner consistent with good commercial practices. (g) Limitations on Indemnity. Anything to the contrary notwithstanding, neither the Group 1 Indemnified Parties, on the one hand, nor the TriSense Indemnified Parties, on the other hand, shall be entitled to recovery from the Indemnifying Party (i) unless and until the aggregate amount of such Losses suffered (excluding, however, legal fees and expenses), sustained or incurred by the Group 1 Indemnified Parties or the TriSense Indemnified Parties, as the case may be, shall exceed $135,000 calculated on a cumulative and not on a per item basis (the “Basket Amount”), and then only with respect to the excess over the Basket Amount, and (ii) in an aggregate amount in excess of $6,000,000 (the “Cap”). (h)
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Related to Good Faith Claims

  • Claims A. To accept HHSC's reimbursement rates as payment in full for the services specified in this Contract to the persons for whom a payment is received, and to make no additional charge to the individual, any member of their family or to any other source for any supplementation for such services, unless specifically allowed by HHSC rules.

  • 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.

  • 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.

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