Notice and Payment of Direct Claims. If any GroceryCo Indemnified Party or any SnackCo Indemnified Party (an “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (an “Indemnifying Party”) under this Agreement or any Ancillary Agreement (other than in connection with any Action subject to Section 5.5), the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and, if then reasonably quantifiable, the amount for which the Indemnified Party reasonably believes it is or may be entitled to be indemnified. Within 30 days after receipt of such notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection within such 30-day period, the Indemnifying Party shall be deemed to have objected to such indemnity claim. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Kraft Foods Group, Inc.), Separation and Distribution Agreement (Mondelez International, Inc.)
Notice and Payment of Direct Claims. If any GroceryCo Indemnified Party Altria Indemnitee or any SnackCo Indemnified Party PMI Indemnitee (an the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (an the “Indemnifying Party”) under Article III of this Agreement or any Ancillary Agreement (other than in connection with any Action subject to Section 5.53.08), the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and, if then reasonably quantifiable, the amount for which the Indemnified Party reasonably believes it is or may be entitled to be indemnified. Within 30 days after receipt of such that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection objection(s) within such that 30-day period, the Indemnifying Party shall be deemed to have objected acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable Law to such indemnity claimcollect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Appears in 2 contracts
Samples: Distribution Agreement (Altria Group, Inc.), Distribution Agreement (Philip Morris International Inc.)
Notice and Payment of Direct Claims. If any GroceryCo Hertz Indemnified Party or any SnackCo HERC Holdings Indemnified Party (an “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (an “Indemnifying Party”) under this Agreement or any Ancillary Agreement (other than in connection with any Action subject to Section 5.5), the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and, if then reasonably quantifiable, the amount for which the Indemnified Party reasonably believes it is or may be entitled to be indemnified. Within 30 sixty (60) days after receipt of such notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth in reasonable detail the grounds for the objection within such 30-sixty (60) day period, the Indemnifying Party shall be deemed to have objected agreed to such indemnity claim. If there is a timely an objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 fifteen (15) days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Herc Holdings Inc)
Notice and Payment of Direct Claims. If any GroceryCo Hertz Indemnified Party or any SnackCo HERC Holdings Indemnified Party (an “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (an “Indemnifying Party”) under this Agreement or any Ancillary Agreement (other than in connection with any Action subject to Section 5.5), the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and, if then reasonably quantifiable, the amount for which the Indemnified Party reasonably believes it is or may be entitled to be indemnified. Within 30 sixty (60) days after receipt of such notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth in reasonable detail the grounds for the objection within such 30-day sixty (60)-day period, the Indemnifying Party shall be deemed to have objected agreed to such indemnity claim. If there is a timely an objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 fifteen (15) days after that indemnity claim has been so Finally Determined.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Hertz Rental Car Holding Company, Inc.)