Objections to Claims for Indemnification Sample Clauses

Objections to Claims for Indemnification. An Indemnifying Party shall have thirty (30) days to object to the claim made in the Indemnity Claim Notice by delivering a written statement (an “Objection Notice”) to the Indemnified Party prior to 11:59 p.m. (Central Time) on the thirtieth (30th) day after the Indemnifying Party’s receipt of the Indemnity Claim Notice. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not deliver an Objection Notice to the Indemnified Party within thirty (30) days after its receipt of the Indemnity Claim Notice, the Indemnifying Party shall be deemed to have rejected such claim specified in such Indemnity Claim Notice, 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. Any claims for Losses specified in an Indemnity Claim Notice to which an Indemnifying Party expressly agrees to in writing within thirty (30) days of receipt of such Indemnity Claim Notice or a claim for Losses that has been settled with the consent of the Indemnifying Party as described in Section 7.3(c) are hereinafter referred to, collectively, as “Agreed Claims.”
AutoNDA by SimpleDocs
Objections to Claims for Indemnification. No such payment shall be made under Section 7.4(b) if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”), and such Objection Notice shall have been received by Parent and the Escrow Agent on or prior to the expiration of the thirtieth (30th) day after its receipt of the Officer’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Stockholders hereby waive the right to object to any claims in respect of any Agreed-Upon Loss (as defined in Section 7.4(d)(iii) hereof). If the Stockholder Representative does not object in writing to the claim made in the Officer’s Certificate within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 7.4(b).
Objections to Claims for Indemnification. Buyer may make an Objection to any claim for indemnification. The Objection shall be delivered to Parent within twenty (20) days after delivery of the Parent Officer’s Certificate to Buyer.
Objections to Claims for Indemnification. No such payment shall be made under Section 7.3(a) if the Stockholder Representative shall, after reviewing the claims therein, object in a written statement to the claims made in the Officer’s Certificate which Objection Notice shall contain a description of the basis of such objection (an “Objection Notice”), and be received by Buyer and the Escrow Agent prior to the expiration of the thirtieth (30th) day after the Stockholder Representative’s and the Escrow Agent’s receipt of the Officer’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses (each an “Agreed-Upon Loss”). If the Stockholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate and payment in respect of such Losses shall thereafter by made by the Escrow Agent from the Indemnification Escrow Fund to Buyer or the Indemnified Party up to the then-remaining balance in the Indemnification Escrow Fund in accordance with this Section 7.3.
Objections to Claims for Indemnification. In the case of claims made by the DDGG Indemnitees, the Seller or MGT Parent may object to the claim made pursuant to Section 8.4 within 30 days after the Seller’s receipt of such notice, or (ii) in the case of claims made by the Seller, DDGG may object to the claim made pursuant to Section 8.4 within 30 days after DDGG’s receipt of such notice. If the Indemnifying Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in the notice, and payment in respect of such Losses shall thereafter be made in accordance with this Article 8.
Objections to Claims for Indemnification. No payment shall be made under Section 7.5(b) if the Securityholder Representative shall object to the claim made in the Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”), and such Objection Notice shall have been received by Parent and Parent prior to 11:59 p.m. California time on the thirtieth (30th) day after its receipt of the Officer’s Certificate. If the Securityholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 7.5(b).
Objections to Claims for Indemnification. No payment shall be made under Article 8 if (i) in the case of claims made by the MGT Indemnitees, the Seller shall object to the claim made pursuant to Section 8.4 within 30 days after the Seller’s receipt of such notice, or (ii) in the case of claims made by the Seller, MGT shall object to the claim made pursuant to Section 8.4 within 30 days after MGT’s receipt of such notice. If the Indemnifying Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in the notice, and payment in respect of such Losses shall thereafter be made in accordance with this Article 8 and the Escrow Agreement.
AutoNDA by SimpleDocs
Objections to Claims for Indemnification. No payment shall be made under Section 7.4(b) if the Stockholder Representative shall object to the claim made in the Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”), and such Objection Notice shall have been delivered to Parent and the Escrow Agent prior to 11:59 p.m. (New York time) on the thirtieth (30th) day after its receipt of the Officer’s Certificate. If the Stockholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 7.4(b).
Objections to Claims for Indemnification. Upon receipt of an Officer's Certificate, the Shareholder Representative shall review the claims therein and shall be entitled to object in a written statement to the claims made in the Officer's Certificate (an "OBJECTION NOTICE"), such Objection Notice to contain a description of the basis of such objection and shall be delivered to Parent prior to the expiration of the thirtieth (30th) day after its receipt of the Officer's Certificate. If the Shareholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Shareholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer's Certificate, provided that the Officer's Certificate has been validly delivered in accordance with SECTION 12. 1. If the Shareholder Representative does not so object, the amount of Losses claimed in the Officer's Certificate shall be permanently reduced, and shall be retained by Parent, from any Earnout Amounts that become payable pursuant to ARTICLE IX (for Losses claimed pursuant to SECTION 8.2(I)) and from any Component Two Consideration and Earnout Amounts that become payable pursuant to ARTICLE IX (for Losses claimed pursuant to SECTION 8.2(II)).
Objections to Claims for Indemnification. An indemnifying party may make a written objection ("Objection") to any claim for indemnification. Subject to Section 7.3 with respect to claims made under both Section 10.2 and Section 7.1, the Objection shall be delivered to the indemnified party within 30 days after delivery of the Officer's Certificate to the indemnifying party.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!