Common use of Procedure for Making Claims Clause in Contracts

Procedure for Making Claims. If and when the Purchaser or Company desires to claim indemnification by the Seller pursuant to the provisions of this Section, the Purchaser shall deliver to the Seller within 20 days of its receipt of a claim, a certificate signed by the President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or Company has properly accrued or anticipates that it may be required to accrue losses, damages or expenses to which the Purchaser is entitled to indemnification pursuant to this Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was properly accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due to the delay, Purchaser shall waive its claim to the extent of harm caused Seller by the delay. If Seller objects to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten (10) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, the Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might result in a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 days. Thereafter, the Seller shall have the right to defend such claim or action at its own expense, and through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at the risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolution.

Procedure for Making Claims. If and when whenever the Purchaser or Company desires to claim indemnification by the Seller pursuant to the provisions of this SectionSection 9, the Purchaser shall promptly deliver to the Seller within 20 days of its receipt of a claim, a certificate signed by the Chairman of the Board, President or any Vice President of the Purchaser (the "Notice of Claim") (i) 63. stating that the Purchaser Purchaser, its successors and assigns, has paid or Company has properly accrued or anticipates that it may be required to accrue losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this SectionSection 9, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) 63. specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued, if any, accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In the event that Purchaser fails , provided, however, failure to give notice within the 20 day period and Seller is harmed due to the delay, Purchaser shall waive its claim to the extent of harm caused Seller by the delay. If Seller objects to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten (10) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, notify the Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might result in a right of indemnification hereunder, relieve the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 daysfrom liability only if it is prejudiced thereby. Thereafter, the The Seller shall have the right to defend such any claim or action at its own expense, and through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide by a defense to any third party at the expense of the Seller. The Purchaser shall provide to the Seller prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. The Seller, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser, nor enter into any settlement (except the written consent of the Purchaser) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser shall have the right (but shall not be obligated) to undertake the defense, compromise or settlement of participate in such claims, defense through counsel of its own choice, on behalf of and for the account selection and at the risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolutionits own expense.

Procedure for Making Claims. If and when whenever the Purchaser or Company Seller desires to claim indemnification by the Seller Purchaser pursuant to the provisions of this SectionSection 10, the Purchaser Seller shall promptly deliver to the Seller within 20 days of its receipt of a claim, Purchaser a certificate signed by the President or any Vice President of the Purchaser Seller (the "Notice of Claim") (i) 70. stating that the Purchaser Seller, its successors or Company has assigns, have paid or properly accrued or anticipates that it may be required to accrue losses, damages or expenses in an aggregate stated amount to which the Purchaser Seller is entitled to indemnification pursuant to this SectionSection 10, and (ii) 70. specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued, if any, accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In , provided, however, failure to notify the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due to the delay, Purchaser shall waive its relieve the Purchaser from liability only if it is prejudiced thereby. The Purchaser shall have the right to defend any claim to by a third party at the extent expense of harm caused the Purchaser. The Seller by the delay. If Seller objects to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") shall provide to the Purchaser within ten (10) days after prompt and complete disclosure of all pertinent information in the Purchaser's delivery possession of or available to the Seller and shall extend full and timely assistance in the cooperation in the investigation of the Notice defense of Claim the claim, suit or action, with respect to Sellerwhich such indemnification is claimed. The Notice Purchaser, in the defense of Objection any such suit, action or proceeding, shall set forth not consent to the grounds upon which entry of any judgment or decree except with the objection is based. If no Notice written consent of Objection shall have been so delivered within such ten (10) day period, the Seller shall be deemed to have acknowledged nor enter into any settlement (except the correctness written consent of the claim Seller) which does not include as an unconditional term thereof the giving by the claimant or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay plaintiff to the Purchaser, on demand, Seller of a release from every liability in cash, an amount equal to the amount respect of such claim claim, suit, action or claimsproceeding. If In any third party shall assert defense of any claim or bring any action against the Purchaser or Company which, if successful, might result in by a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 days. Thereafterthird party, the Seller shall have the right (but shall not be obligated) to defend participate in such claim or action at its own expense, and defense through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of selection and at its own choice, on behalf of and for the account and at the risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claimexpense. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolution71.

Procedure for Making Claims. If and when whenever the Purchaser or Company desires to claim indemnification by the Seller Trust B pursuant to the provisions of this SectionSection 9, the Purchaser shall promptly deliver to the Seller within 20 days of its receipt of a claim, Trust B a certificate signed by the Chairman of the Board, President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or Company the Corporation, their successors and assigns, has paid or properly accrued or anticipates that it may be required to accrue losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this SectionSection 9, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued, if any, accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Trust B shall relieve Trust B from liability only if it is prejudiced thereby. In the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due to the delay, Purchaser shall waive its claim to the extent of harm caused Seller by the delay. If Seller objects to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten (10) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, the Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might result in a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 days. Thereafter, the Seller Trust B shall have the right to defend any claim by a third party at the expense of Trust B. The Purchaser and the Corporation, as the case may be, shall provide to Trust B prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or the Corporation and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. Trust B, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and the Corporation, nor enter into any settlement (except the written consent of the Purchaser and the Corporation) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and the Corporation of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim or action at its own expenseby a third party, the Purchaser and the Corporation shall have the right (but shall not be obligated) to participate in such defense through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of selection and at its own choice, on behalf of and for the account and at the risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolutionexpense.

Procedure for Making Claims. If and when the Purchaser or Company desires to claim indemnification by the Seller Sellers pursuant to the provisions of this Section, the Purchaser shall deliver to the Seller Sellers within 20 days of its receipt of a claim, a certificate signed by the President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or Company has properly accrued or anticipates anticipated that it may be required to accrue losses, damages or expenses to which the Purchaser is entitled to indemnification pursuant to this Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was properly accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In the event that Purchaser fails to give notice within the 20 20-day period and Seller is Sellers are harmed due to the delay, Purchaser shall waive its claim to the extent of harm caused Seller Sellers by the delay. If Seller objects Sellers object to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten (10) days after the Purchaser's delivery of the Notice of Claim to SellerSellers. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, the Seller Sellers shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might result in a right of indemnification hereunder, the Seller Sellers shall be given written notice thereof in accordance with the provisions of this Section 11(c10(c), except that the notice periods period for both parties shall be thirty (30) 30 days instead of 20/10 daysdays as above. Thereafter, the Seller Sellers shall have the right to defend such claim or action at its own expense, and through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails Sellers fail or refuses refuse to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at the risk of Seller Sellers and Seller Sellers shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of SellerSellers, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller Sellers shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolution.

Procedure for Making Claims. If and when the Purchaser or Company desires to claim indemnification by the Seller pursuant to the provisions of this Section, the Purchaser shall deliver to the Seller within 20 30 days of its receipt of a claim, a certificate signed by the President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or Company has paid or properly accrued or anticipates anticipated that it may be required to accrue losses, damages or expenses to which the Purchaser is entitled to indemnification pursuant to this Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due to the delay, Purchaser shall waive its claim to the extent of harm caused Seller by the delay. If Seller objects to such claim or needs more information, it may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten thirty (1030) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten thirty (1030) day period, the Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might result in a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 days. Thereafter, the Seller shall have the right to defend such claim or action at its own expense, and through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at the risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolution. The above provisions shall be reciprocal with respect to claims for indemnification made by Seller against Purchaser.

Procedure for Making Claims. (a) If and when the Purchaser any event occurs which could give rise to Seller’s or Company desires to claim indemnification by the Seller pursuant to the provisions Purchaser’s Liability under Section 8.01 of this SectionAgreement, the Purchaser shall deliver to the Seller within 20 days of its receipt of Party asserting such a claim, a certificate signed by the President or any Vice President of the Purchaser Claim (the "Notice “Indemnified Party”, which identifier shall be used in this Section 8.03 without prejudice to any defences to Liability in respect of such Claim") shall provide the other Party (the “Indemnifying Party”, which identifier shall be used in this Section 8.03 without prejudice to any defences to Liability of such party) written notice setting forth (i) stating that the Purchaser or Company has properly accrued or anticipates that it may be required to accrue losses, damages or expenses to which the Purchaser is entitled to indemnification pursuant to this Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was properly accrued, if any, and the nature of the misrepresentationClaim, breach (ii) the amount of warranty the Indemnifying Party’s Liability in respect thereof (or claim to which such item a reasonable estimate of the amount if the actual amount is related. In the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due contingent or not known to the delay, Purchaser shall waive its claim Indemnified Party) and (iii) a reasonable explanation of the basis for the Claim to the extent of harm caused Seller the facts then known by the delayIndemnified Party. The written notice must be submitted within 90 calendar days of the earliest date on which the Indemnified Party receives an official notification or other actual notice related thereto, or if there is no official notification, as soon as practically possible (in any event within any applicable statutory response period), after the Indemnified Party becomes aware of the relevant event and has reason to believe it would result in a Claim by the Indemnified Party under this Agreement. (b) For a period of 30 calendar days from receipt by an Indemnifying Party of a notice of a Claim other than a Third Party Claim from the Indemnified Party, the Indemnifying Party may challenge the Claim in whole or in part by written notice to the Indemnified Party. For a period of 30 calendar days from receipt of any such written challenge, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute and memorialise the resolution by mutual written agreement. Only if such Parties shall have failed to reach such an agreement by the end of the 30 calendar day period may the dispute be submitted to arbitration pursuant to Section 11.09. (c) If either Seller objects or Purchaser seeks indemnity under this Article VIII in response to an Action or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then such claim or needs more information, it may deliver Indemnified Party will give a written notice of objection (the "Notice of Objection") Claim to the Purchaser Indemnifying Party as soon as practicable and in any event within ten (10) 30 calendar days after the Purchaser's delivery Indemnified Party or any of its Affiliates has received notice or otherwise learns of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, the Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount assertion of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if successful, might Third Party Claim and has reason to believe it would result in a right Claim under this Agreement. Such notice shall contain the same information as required in Section 8.03(a). The Indemnified Party shall: (i) consult with the Indemnifying Party as to the manner in which the Third Party Claim might be avoided, resolved or compromised, but the Indemnified Party is not required by this Section 8.03(c)(i) to follow any recommendations of indemnification hereunderthe Indemnifying Party; (ii) at the written request of the Indemnifying Party, and subject to the Seller Indemnifying Party indemnifying the Indemnified Party to the reasonable satisfaction of the Indemnified Party against all reasonable and documented Losses which may be incurred thereby, give and procure that there shall be given written notice thereof such reasonable information, assistance and access to personnel, premises, books and records to the Indemnifying Party and its representatives as they may reasonably require in accordance connection with the same; (iii) at the written request of the Indemnifying Party and except as provided in Section 8.03(f), permit the Indemnifying Party to have control of such Actions or Proceedings relating to the Third Party Claim and in the name of the Indemnified Party as the Indemnifying Party may deem appropriate at the sole cost of the Indemnifying Party and with counsel reasonably satisfactory to the Indemnified Party, and give and procure that there shall be given all such assistance as the Indemnifying Party may reasonably require to avoid, dispute, resist, mitigate, compromise, settle, defend or appeal the Third Party Claim; provided that the Indemnified Party shall: (A) not be required to commence Proceedings where it has validly assigned all of its rights in relation to the Third Party Claim to the Indemnifying Party and the Indemnifying Party is entitled to the same benefits in respect of such rights and their enforcement as the Indemnified Party; and (B) make no admission of liability, agreement, settlement or compromise with any Person in relation to a Third Party Claim without the prior written Consent of the Indemnifying Party; and (C) be entitled to participate in any Proceedings relating to Third Party Claims with its own counsel at its own expense. (d) Notwithstanding any other provisions of this Article VIII (including Section 8.03(c)(iii)(B)), an Indemnifying Party (the “Settling Party”) may settle any Third Party Claim that is the subject of this Article VIII without the prior written Consent of the other Party so long as in such settlement (i) there is no finding or admission of any violation of Laws or any violation of the rights of the non-Settling Party or its indemnitees (including by way of Contract), (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party without admission of Liability as to an Indemnified Party and (iii) there is an unconditional release of all Indemnified Parties and their Affiliates from any and all Liability with respect to the indemnified matter. (e) The provisions of this Section 11(c)8.03 shall not apply in respect of Tax Claims or recoveries from third parties in respect of Tax Matters, except that which are governed by the notice periods for both parties shall be thirty Tax Deed. (30f) days instead To the extent a Third Party Claim is of 20/10 days. Thereaftera criminal or regulatory nature, the Seller Indemnifying Party shall have cooperate with the right to defend such claim or action at its own expense, and through counsel of its own choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, Indemnified Party in the Purchaser shall have the right to undertake the defense, compromise or settlement defence of such claimsThird Party Claim upon the request of the Indemnified Party, through counsel but may not assume control over such Third Party Claim unless the Indemnified Party consents, in writing and in its sole discretion, to the Indemnifying Party’s assumption of its own choice, on behalf of and for the account and at the risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with control over such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolutionThird Party Claim.