Making of Claims Sample Clauses

Making of Claims a. If either Party has received notice from a third party regarding a matter for which either Party or its Affiliates may be liable, the Party receiving notice shall within thirty (30) days, or if the Party not in breach acquires actual knowledge of facts or circumstances on the basis of which the Party not in breach has a Claim, it shall within ninety (90) days, deliver to the other Party or its Affiliates a written notice which will include in detail the facts and circumstances pertaining to such Claim, a detailed specification and calculation thereof (to the extent reasonably determinable) and supporting documents sufficiently evidencing the amount of the damages (to the extent reasonably determinable) which a Party alleges to have suffered or incurred (a “Claim Notice”). A failure by either Party to give notice of the notice, facts, action or suit in a timely manner pursuant to this Section 9.4 shall not limit the obligation of the either Party under this Section 9, except (a) to the extent that Party is actually prejudiced thereby and (b) the extent the Claim is made following the end of the applicable Survival Period. b. Each Party or its Affiliates will notify the other Party within thirty (30) days after receipt of any Claim Notice whether or not they dispute the Claim described in such Claim Notice. If no such notice disputing the Claim is received within this period, the Claim is deemed to be accepted, unless the matter giving rise to such Claim is remedied to both Party’s satisfaction and the Parties agree upon such in writing within the period of thirty (30) days following delivery of the notice. c. If an Indemnifying Party or its Affiliates have timely disputed their liability with respect to such Claim, the Parties or their respective Affiliates will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days following the receipt of notice from the Indemnifying Party disputing its liability hereunder, such dispute shall be resolved in accordance with Schedule N. d. Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn (and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless such Party making the Claim shall have completed in good faith the dispute resolution process set forth herein in Schedule N. e. Any indemnification of the Purchaser by the Seller or its Affiliates under ...
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Making of Claims. (a) Any Buyer Indemnified Person may bring a claim for the inaccuracy or breach of a representation or warranty made by Seller or the Company in Articles IV and V of this Agreement, or the certificates delivered pursuant to Section 9.01(d), as appropriate (in each case subject to the other limitations set forth herein), by delivering a written notice of such claim to Seller (in which it describes such claim in reasonable detail, specifying the representations and warranties it alleges to have been inaccurate or breached and identifying its Losses, to the extent then known) prior to the expiration of the applicable survival period set forth in Section 7.01 or 7.02. (b) Any Seller Indemnified Person may bring a claim for the inaccuracy or breach of any representation or warranty made by the Buyers in Article VI of this Agreement, or the certificate delivered pursuant to Section 9.02(c) (in each case subject to the other limitations set forth herein), by delivering a written notice of such claim to such Buyer or Buyers (in which it describes such claim in reasonable detail, specifying the representations and warranties it alleges to have been breached and identifying its Losses, to the extent then known) prior to the expiration of the applicable survival period set forth in Section 7.03. (c) Any claims for the inaccuracy or breach of a representation or warranty (or a certificate provided pursuant to either Section 9.01(d) or Section 9.02(c)) asserted as provided in Sections 7.01, 7.02, or 7.03 prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved. Any claim for indemnification based on an inaccuracy or breach of a representation or warranty (or a certificate provided pursuant to either Section 9.01(d) or Section 9.02(c)) that is not brought as provided above in Section 7.04 prior to the expiration date of the applicable survival period may not be brought thereafter and shall be forever barred.
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Making of Claims. The Tenant must not commence proceedings or make any claim on account of any injury or damage to the Premises arising directly or indirectly from the erection of any structure or the alteration of any structure on any land neighbouring the Premises by the Landlord or for which the Landlord has given its permission or in respect of any servitude, wayleave or privilege granted or to be granted by the Landlord for the benefit of any land or structure erected or to be erected on any land neighbouring the Premises and at its own expense (if required) to consent to such permission given by the Landlord.
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Making of Claims. A claim for indemnity pursuant to this Article VI may only be made by an indemnified party by written notice to the indemnifying party which notice shall be given within sixty (60) days after the indemnified party becomes aware of the Claim or matter giving rise to an indemnification right. Such written notice shall set forth in reasonable detail the basis upon which such Claim for indemnity or right to indemnification is made. Notwithstanding the indemnification in Subsections (b) and (c) of this Section 6.1, no party shall assert any claim for indemnification against any other party under this Agreement unless the amount of the claim is at least $5,000 provided, however, there is specifically excluded from the operation of this requirement the following obligations of the parties none of which shall be subject to any minimum threshold: (1) the respective obligations of the parties to pay their own Exchange Transaction taxes, costs and expenses including legal and accounting fees; (2) CPI’s obligation to eliminate all liabilities and obligations of CPI at or prior to the Closing; and (3) the respective obligations of the parties to deliver to each other the TaxMasters CPI Shares, the Control Series of Preferred Shares, the Earnout Shares, and the TaxMasters Shares.
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Making of Claims. A claim for indemnity pursuant to this Section 14 may only be made by an Indemnified Party by written notice to the Indemnifying Party. Such prompt written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made.
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Making of Claims. (a) Buyer may not make any claim for indemnification hereunder unless Buyer first delivers to Seller and (if such claim is made within the Escrow Period) to the Escrow Agent, an Officer's Indemnification Certificate of Buyer asserting such claim for indemnification. (b) If such Officer's Indemnification Certificate of Buyer is delivered to Seller and the Escrow Agent prior to expiration of the Escrow Period, then the provisions of Section 8.8 shall apply to such claim for indemnification. (c) If such Officer's Indemnification Certificate of Buyer is delivered to Seller after expiration of the Escrow Period, then Seller shall have thirty (30) days after Seller's receipt of such Officer's Indemnification Certificate to object to the indemnification claims set forth in such Officer's Indemnification Certificate. If Seller does not object to such indemnification claim or claims in a written statement and deliver such written statement of objection to Buyer within such thirty (30) day period, then Seller shall deliver to Buyer, as promptly as practicable, an amount equal to the Loss(es) claimed by Buyer in such Officer's Indemnification Certificate.
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Making of Claims. (a) The Seller must use all reasonable endeavours to make (or procure that its Related Bodies Corporate make) all claims under the Insurances in respect of losses or liabilities covered by such policies arising in the Interim Period, at the cost of the Seller, promptly and in accordance with the requirements of the relevant policy. (b) To the extent that the Seller (or its Related Bodies Corporate) receives the proceeds of any claim under the Insurances described in clause 13.2(a), the Seller must use all reasonable endeavours to apply (or procure that the relevant Related Body Corporate applies) the proceeds to, as appropriate: (i) repair the damage or otherwise replace or reinstate the property; (ii) extinguish or reduce the relevant first party loss; or (iii) discharge the relevant liability, and to the extent not so applied, the proceeds, less the Seller's reasonable costs in pursuing the relevant claim, will be for the benefit of the Buyer and the Seller together and will, if received by the Seller (or its Related Bodies Corporate), be paid to the Buyer in proportion to the Sale Interest.
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Making of Claims. All claims for indemnification under this Agreement shall be made within the time specified in SECTION 15 hereof. All claims for indemnification shall be made in writing.
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Making of Claims. Any claim for indemnification under Article IX based on a breach of a representation or warranty that is not brought within the applicable period set forth in this Section 7.02 above by a written notice delivered as required by Section 11.02 of this Agreement shall be forever barred. Notwithstanding anything to the contrary herein, if the Buyer or the Seller, as applicable, delivers written notice to the other of a claim for indemnification within the applicable period set forth in Section 7.02(a) or Section 7.02(b), such claim shall survive until finally resolved or judicially determined.
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Related to Making of Claims

  • Filing of Claims You must file all Claims within ninety (90) days from the date services were rendered, unless it is not reasonably possible to do so. In no event may any Claim be filed later than fifteen (15) months from the date services were rendered. Claims Administrator and Participating Providers have entered into agreements that eliminate the need for a Member to personally file a Claim for Benefits. Participating Providers will file Claims for Members either by mail or electronically. In certain situations, the Provider may request the Member to file the Claim. If Your Provider does request You to file directly with the Company, the following information will help You in correctly completing the Claim form. We will, upon receipt of a notice of claim, furnish to You such forms as are usually furnished by Us for filing proofs of loss. If such forms are not furnished within fifteen (15) days after the giving of such notice, You will be deemed to have complied with the requirements of this Contract as to proof of loss upon submitting, within the time fixed in this Contract for filing proofs of loss, any affirmative written proof covering the occurrence, the character and the extent of the loss for which the claim is made. If You have any questions about any of the information in this section, You may call Your insurance agent or Our Customer Service Department at the number shown in Your ID Card. Your Blue Cross and Blue Shield of Louisiana ID Card shows the way Your name appears on the Company records. (If You have Dependent coverage, the name(s) are recorded as You wrote them on Your application card.) The ID Card also lists Your Contract number (ID #). This number is the identification to Your Membership records and should be provided to Us each time a Claim is filed. an appropriate Claim form is used the Contract number (ID #) shown on the form is identical to the number on the ID Card the patient's date of birth is listed the patient's relationship to the Subscriber is correctly stated all charges are itemized in a statement from the Provider the itemized statement from the Provider contains the Provider’s name, address and tax ID number and is attached to the Claim form the Provider includes a diagnosis code and a procedure code for each service/treatment rendered the claim is completed and signed by the Member. If You need to submit documentation to Us, please sent it to: United Concordia Dental ATTN: Claims Department P.O. Box 69441 Harrisburg, PA 17106-9441

  • Reporting of Claims Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

  • Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply:

  • 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 B. Requests for payment will be processed only upon presentation of a Claim Voucher in the form designated by the State. Such Claim Vouchers must be submitted with the budget expenditure report detailing disbursements of state, local and/or private funds by project budget line items. C. The State may require evidence furnished by the Grantee that substantial progress has been made toward completion of the Project prior to making the first payment under this Grant. All payments are subject to the State's determination that the Grantee's performance to date conforms with the Project as approved, notwithstanding any other provision of this Grant Agreement. D. Claims shall be submitted to the State within 10 calendar days following the end of the month in which work on or for the Project was performed. The State has the discretion, and reserves the right, to NOT pay any claims submitted later than 35 calendar days following the end of the month in which the services were provided. All final claims and reports must be submitted to the State within 10 calendar days after the expiration or termination of this agreement. Payment for claims submitted after that time may, at the discretion of the State, be denied. Claims may be submitted on a monthly basis only. If Grant funds have been advanced and are unexpended at the time that the final claim is submitted, all such unexpended Grant funds must be returned to the State. E. Claims must be submitted with accompanying supportive documentation as designated by the State. Claims submitted without supportive documentation will be returned to the Grantee and not processed for payment. Failure to comply with the provisions of this Grant Agreement may result in the denial of a claim for payment.

  • Notification of Claims (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a). (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a) with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim. (c) The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; provided that (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

  • Notification and Defense of Claims The Indemnitee agrees promptly to notify the Indemnitors in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitors will not relieve the Indemnitors from any liability that the Indemnitors may have to Indemnitee under this Agreement unless the Indemnitors are materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitors of the commencement thereof: (A) The Indemnitors will be entitled to participate therein at their own expense. (B) Except as otherwise provided below, the Indemnitors will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitors to Indemnitee of the Indemnitors’ election so to assume the defense thereof, the Indemnitors will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitors of the Indemnitors’ assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment by counsel by Indemnitee has been authorized by the Indemnitors, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitors and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitors could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitors. The Indemnitors shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitors, or as to which Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against Indemnitee of the type referred to in clause (c) above. (C) The Indemnitors shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitors’ written consent. The Indemnitors shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Indemnitors nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

  • Release and Waiver of Claims (a) As used in this Release, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. (b) For and in consideration of the Severance Benefits (as defined in the Change in Control Severance Agreement), and other good and valuable consideration, you, for and on behalf of yourself and your heirs, administrators, executors, and assigns, effective as of the Effective Date, do fully and forever release, remise, and discharge the Company, its direct and indirect parents, subsidiaries and affiliates, and their respective successors and assigns, together with their respective officers, directors, partners, stockholders, employees, and agents (collectively, the “Group”), from any and all claims whatsoever up to the date hereof which you had, may have had, or now have against the Group, whether known or unknown, for or by reason of any matter, cause or thing whatsoever, including any claim arising out of or attributable to your employment or the termination of your employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual orientation. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from time to time, and all other federal, state and local laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. (c) You acknowledge and agree that as of the date you execute this Release, you have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. (d) You specifically release all claims relating to your employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. (e) Notwithstanding any provision of this Release to the contrary, by executing this Release, you are not releasing any claims relating to: (i) your rights with respect to the Severance Benefits and any other rights under your Change in Control Severance Agreement or any other written agreement by and between you and the Company that survive the termination of your employment; (ii) any rights to accrued, vested benefits that you have under the employee benefit and fringe benefit plans, programs and arrangements of the Group; (iii) any claims that cannot be waived by law and any claims that may arise after the date on which you sign this Release; (iv) any rights that you have as a stockholder of the Company or an equity holder of any member of the Group; or (v) any indemnification rights (including advancement and reimbursement of legal fees and expenses) you may have as a former officer or director of the Company or its subsidiaries or affiliates or coverage under directors and officers liability insurance.

  • Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

  • Notification and Defense of Claim Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

  • PRESENTATION OF CLAIMS Presentation and processing of any or all claims arising out of or related to this Agreement shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Xxxx County Code, which by this reference is incorporated herein.

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