Common use of Procedure for Making Claims Clause in Contracts

Procedure for Making Claims. If and when a party (the "Indemnitee") desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") pursuant to the provisions of this Section, the Indemnitee shall deliver a written notice of claim to the Indemnitor reasonably promptly after the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential claim. If the Indemnitor shall object to such notice of claim, the Indemnitor shall deliver a written notice of objection to the Indemnitee within fifteen (15) days after the Indemnitee's delivery of the notice of claim. If the notice of objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled by arbitration pursuant to Section 12(l) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objection.

Procedure for Making Claims. If and when a party (the "IndemniteeIndemnified Party") desires to assert a claim for Indemnifiable Damages against the other party (the "IndemnitorIndemnifying Party") pursuant to the provisions of this SectionArticle 11, the Indemnitee Indemnified Party shall simultaneously deliver a written notice of claim to the Indemnitor Indemnifying Party, reasonably promptly after the Indemnitee's its receipt of a claim or specific and affirmative awareness of a potential claim, a certificate signed by its president (the "Notice of Claim"): (i) stating that the Indemnified Party has paid or accrued (or intends to pay or accrue) Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article 11 and the amount thereof (to the extent then known); and, (ii) specifying to the extent possible (A) the individual items of loss, damage, liability, cost, expense or deficiency included in the amount so stated, (B) the date each such item was or will be paid or accrued and (C) the basis upon which Indemnifiable Damages are claimed. If the Indemnitor Indemnifying Party shall object to such notice Notice of claimClaim, the Indemnitor it shall deliver a written notice of objection (the "Notice of Objection") to the Indemnitee Indemnified Party within fifteen (15) days after the Indemnitee's delivery of the notice Notice of claimClaim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnifying Party objects to all or only a portion of the matter described in the Notice of Claim. If the notice Notice of objection Objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor Indemnifying Party shall be conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice Notice of claim Claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice Notice of claim Claim shall be promptly paid to the Indemnitee as set forth in this SectionIndemnified Party, without the necessity of further action. If the Indemnitor Indemnifying Party shall make timely objection to a claim or claims set forth in a notice any Notice of claimClaim, and if such claim or claims shall not have not been resolved or compromised within sixty (60) days from the date of delivery of the notice Notice of objectionObjection, then such claim claims shall be settled by arbitration pursuant to Section 12(l) below12.12 hereof. The arbitrators shall promptly obtain such information regarding the matter the arbitrators deem necessary and shall decide the matter and render a written award which shall be delivered to the parties. Any award shall be a conclusive determination of the matter and shall be binding upon the parties. If, by arbitration, it shall be determined that the Indemnitee Indemnified Party shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor Indemnifying Party in the same manner as if the Indemnitee it had not delivered a notice Notice of objectionObjection.

Procedure for Making Claims. If and when a party (the "Indemnitee") Purchaser desires to assert a claim for Indemnifiable Damages against indemnification by the other party (the "Indemnitor") Sellers pursuant to the provisions of this Section, the Indemnitee Purchaser shall deliver to the Sellers within 20 days of its receipt of a written claim, a certificate signed by the President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser has properly accrued or 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 of within the 20-day period and Sellers are harmed due to the delay, Purchaser shall waive its claim to the Indemnitor reasonably promptly after extent of harm caused Sellers by the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential claimdelay. If the Indemnitor shall Sellers object to such notice of claimclaim or needs more information, the Indemnitor shall it may deliver a written notice of objection (the "Notice of Objection") to the Indemnitee Purchaser within fifteen ten (1510) days after the IndemniteePurchaser's delivery of the notice Notice of claimClaim to Sellers. The Notice of Objection shall set forth the grounds upon which the objection is based. If the notice no Notice of objection Objection shall not have been so delivered within such fifteen ten (1510) day period, the Indemnitor Sellers shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice Notice of claim Claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid thereupon pay to the Indemnitee as set forth Purchaser, on demand, in this Section. If cash, an amount equal to the Indemnitor shall make timely objection to a claim or claims set forth in a notice amount of claim, and if such claim or claims have not been resolved claims. If any third party shall assert any claim or compromised within sixty (60) days from bring any action against the date Purchaser which, if successful, might result in a right of delivery indemnification hereunder, the Sellers shall be given written notice thereof in accordance with the provisions of this Section 10(c), except that the notice period for both parties shall be 30 days instead of objection20/10 days as above. Thereafter, then the 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 settled by arbitration pursuant reasonably satisfactory to Section 12(l) belowPurchaser). IfIf Sellers fail or refuse to provide a defense to any third party claim, by arbitrationthe Purchaser shall have the right to undertake the defense, it compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at the risk of Sellers and Sellers shall be determined 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 Indemnitee consent of Sellers, which consent shall not be entitled to unreasonably withheld. In any Indemnifiable Damages by reason of its claim event, Purchaser, and Sellers shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objectionother attempted resolution.

Procedure for Making Claims. If and when a party (the "Indemnitee") desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") pursuant to the provisions of this Section, the Indemnitee shall deliver a written notice of claim to the Indemnitor reasonably promptly after the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential claim. If the Indemnitor shall object to such notice of claim, the Indemnitor shall deliver a written notice of objection to the Indemnitee within fifteen (15) days after the Indemnitee's delivery of the notice of claim. If the notice of objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled by arbitration pursuant to Section 12(l12(m) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objection.