Procedures for Claims. (a) If at any time prior to the expiration of the applicable survival period for a representation or warranty in Section 8.1, an Indemnified Party (or Seller or Buyer, as applicable, on behalf thereof) determines in good faith that it has a bona fide claim for indemnification pursuant to this ARTICLE VIII, such Indemnified Party may deliver to the Indemnifying Party a certificate signed by any officer of the Indemnified Party (any certificate delivered in accordance with the provisions of this Section 8.9(a), an “Officer’s Claim Certificate”):
(i) stating that an Indemnified Party has a claim for indemnification pursuant to this ARTICLE VIII;
(ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnified Party claims to be entitled to receive as a claim for indemnification pursuant to this ARTICLE VIII, which shall be the amount of Losses such Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and
(iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the material facts known to the Indemnified Party giving rise to such claim. No delay in providing such Officer’s Claim Certificate prior to the expiration of the applicable survival period for a representation or warranty in Section 8.1 shall affect an Indemnified Party’s rights hereunder, unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby.
(b) At the time of delivery of any Officer’s Claim Certificate to the Indemnifying Party, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of the Indemnified Party.
(c) If the Indemnifying Party in good faith objects to any claim made by an Indemnified Party in any Officer’s Claim Certificate, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party during the 30-day period commencing upon receipt by the Indemnifying Party of the Officer’s Claim Certificate. A duplicate copy of such Claim Dispute Notice shall be delivered to the Escrow Agent by or on behalf of the Indemnifying Party. The Claim Dispute Notice shall set forth in reasonable detail, if and to the extent that such detail is available based upon the information available to such Indemnifying Party at such time, the principal basis for the dispute of any claim made by the Indemnified ...
Procedures for Claims. “Claim” for this purpose means a separate demand by the Contractor for a time extension, payment of money or damages arising from work done by or on behalf of the Contractor pursuant to this Agreement, for which payment is expressly provided, or the Contractor is otherwise entitled to, or an amount the payment of which is disputed by the District. Notwithstanding any other provision herein, Claims shall be handled pursuant to the procedures set forth in Public Contract Code section 9204, including claim, written response, payments, meet and confer conference, statement of disputed and undisputed portions after the meet and confer conference and non-binding mediation, and Government Code claim provisions. In addition, for claims that are $375,000 or less, the provisions of Public Contract Code section 20104 et. seq. also apply, to the extent they do not conflict with Public Contract Code section 9204. Contractor shall submit Claims to District within fifteen (15) days of the earlier of completion of the Work or Contractor’s submission of the final payment application. District’s rejection, or lack of rejection, of a change order request at any time does not affect the requirement to submit a Claim by the Claim deadline. District may request additional documentation from Contractor to be provided within applicable time periods, and District and Contractor shall reasonably cooperate to schedule and attend mediation as soon as reasonably possible. As a condition precedent to initiation of any litigation against the District, Contractor must observe and comply with the Government Code claim procedures in Government Code sections 901 et seq. after completion of the claim procedures above, including but not limited to timely presentation of a Government Code claim. The claim procedures described herein do not supersede or replace the requirement of a Government Code claim, and the two claim procedures shall be sequential. The requirement for mediation shall not toll or supersede the requirement for submission of a Government Code claim. If Contractor fails to timely notify the District in writing that it wishes to mediate pursuant to this paragraph, then Contractor will have waived all rights to further pursue the Claim. The parties shall reasonably cooperate to schedule and attend mediation as soon as reasonably possible.
Procedures for Claims. (a) (i) In order for an Indemnitee to be entitled to any indemnification provided for under this Article XII in respect of, arising out of or involving a claim made by any third party against the Indemnitee (a "THIRD PARTY CLAIM"), the Indemnitee must notify the Indemnitor in writing of the Third Party Claim (a "THIRD PARTY CLAIM NOTICE") promptly following receipt by such Indemnitee of written notice of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1(a) and 12.2 (a "VALID THIRD PARTY CLAIM NOTICE"), must be accompanied by a copy of the written notice of the third party claimant to the Indemnitee asserting the Third Party Claim; PROVIDED that the failure to provide such Notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the Indemnification Period) shall not affect the obligations of the Indemnitor hereunder except to the extent the Indemnitor is prejudiced thereby. The Indemnitee shall deliver to the Indemnitor copies of all other notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.
Procedures for Claims. To make a claim for an expedited re-credit with respect to a substitute check, the consumer shall provide to the financial institution that holds the account of such consumer: (A) a description of the claim, including an explanation of (i) why the substitute check was not properly charged to the consumer’s account; or (ii) the warranty claim with respect to such check; (B) a statement that the consumer suffered a loss and an estimate of the amount of the loss; (C) the reason why production of the original check or a better copy of the original check is necessary to determine the validity of the charge to the consumer’s account or the warranty claim; and
Procedures for Claims. Indemnitee agrees to give Indemnitor prompt written notice of any Claim for which Xxxxxxxxxx seeks indemnification, provided however, any failure by Indemnitee to timely provide such notice will not relieve Indemnitor of its indemnification obligations except to the extent Indemnitor can demonstrate actual prejudice as a result of such failure. Within thirty (30) days after receiving Indemnitee’s notice of a Claim, but no later than ten (10) days before the date on which any formal response to the Claim is due, Indemnitor will notify Indemnitee in writing acknowledging its indemnification obligation and assuming control of the defense and settlement of the Claim (a “Notice of Election”). If Indemnitor delivers a timely Notice of Election to Indemnitee, Indemnitor shall have sole control over the defense and settlement of the Claim. Indemnitee shall cooperate with Indemnitor in the defense of the Claim. Indemnitee will have the right to participate with Indemnitor in the defense or appeal of any Claim, at Indemnitee’s option and at Indemnitee’s own expense (such expense not being indemnified by Indemnitor), but Indemnitor will have sole control and authority with respect to any such defense, compromise, settlement, appeal, or similar action, provided that Indemnitor obtains Indemnitee’s prior written consent to any settlement that requires Indemnitee to make any admission of fault or pay any amounts in connection with such settlement. If Indemnitor does not deliver a timely Notice of Election or does not conduct the defense of a Claim after delivering a timely Notice of Election, Indemnitee may defend and/or settle the Claim in such manner as it may deem appropriate, at the cost and expense of Indemnitor, including payment of any settlement, judgment or award and the costs of defending or settling the Claim. Indemnitor will promptly reimburse the Indemnitee upon demand for all Losses suffered or incurred as a result of or in connection with the applicable Claim.
Procedures for Claims. In the event that any legal proceeding shall be threatened or instituted, or any claim or demand shall be asserted, by any person in respect of which payment may be sought by a party entitled to indemnification with respect to a third party claim (the “Indemnified Party”) under the provisions of this Article VII (a “General Claim”), the Indemnified Party shall promptly cause written notice of the assertion of such General Claim of which it has knowledge to be delivered to each Party against whom indemnification is sought (collectively, the “Indemnifying Parties”); provided, however, that any delay or failure to so notify the Indemnifying Parties of a General Claim shall only relieve the Indemnifying Parties of their obligations under this Article VII to the extent, if at all, the Indemnifying Parties are actually and materially prejudiced by reason of such delay or failure. Any notice of a General Claim by reason of any breach by the Indemnifying Parties of the representations, warranties, covenants or agreements contained in this Agreement shall state specifically the representation, warranty, covenant or agreement with respect to which such General Claim is made, the facts giving rise to an alleged basis for such General Claim, and the amount of the liability, if known, asserted against the Indemnified Party by reason of such General Claim. As long as the Escrow Agent is holding Escrow Funds, whenever Buyer makes a claim for indemnification for any Losses described in Section 7.2(a) or makes any other claim hereunder, Buyer shall provide notice of such claim to the Escrow Agent pursuant to the terms of the Escrow Agreement and the Escrow Agent shall disburse the applicable portion of the Escrow Fund to Buyer if required under, and in accordance with, the terms of the Escrow Agreement.
Procedures for Claims. Promptly after receipt of notice of the commencement of any action or proceeding involving a claim referred to in this Section 5, an indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give Notice to the indemnifying party of the commencement of such action. Failure to give prompt Notice shall not relieve the indemnifying party of its obligation under this Section 5, except to the extent that the indemnifying party is actually prejudiced by such failure. The indemnifying party shall be entitled to participate in and to assume the defense of such action at its expense, jointly with any other indemnifying party, with counsel reasonably satisfactory to the indemnified party, provided however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses thereof to be paid by the indemnifying party, if in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying party may exist in respect of such claim. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof a release from all liability by the plaintiff to the indemnified party. The amount paid or payable by an indemnifying party shall include any legal or other expenses reasonably incurred by the indemnified party in connection with the investigation or defense of any such action or claim.
Procedures for Claims. Subject to Section 19.3, any Indemnified Party shall provide written notice of any Eligible Claim to the Party from which it seeks indemnification (the "Indemnifying Party") within 30 days of such Party becoming aware of the existence of such Eligible Claim stating the amount claimed to be due and payable or an estimate of the claim if contingent or unliquidated, the basis of the claim and the provision or provisions of this Agreement under which such claim is asserted. Within 30 calendar days after receipt of such notice, the Indemnifying Party shall by written notice to the Indemnified Party either (a) concede liability in whole as to the amount claimed in such notice, (b) deny liability in whole as to such amount, or (c) concede liability in part and deny liability in part. If the Parties are not able to resolve any dispute over a claim brought under this Article 19 within 30 days after the Indemnified Party receives written notice from the Indemnifying Party denying liability in whole or in part, the Parties shall submit the dispute to the dispute resolution procedure set forth in Article 22.
Procedures for Claims. Subject to Section 19.3, any Indemnified Party shall provide written notice of any Eligible Claim to the Party from which it seeks indemnification (the “Indemnifying Party”) within thirty (30) days of such Party becoming aware of the existence of such Eligible Claim stating the amount claimed to be due and payable or an estimate of the Eligible Claim if contingent or unliquidated, a detailed statement of the basis of the Eligible Claim and the provision or provisions of this Agreement under which such Eligible Claim is asserted. Within thirty (30) calendar days after receipt of such notice, the Indemnifying Party shall by written notice to the Indemnified Party either (a) concede liability in whole as to the amount claimed in such notice, (b) deny liability in whole as to such amount, or (c) concede liability in part and deny liability in part. If the Parties are not able to resolve any dispute over a claim brought under this Article 19 within 30 days after the Indemnified Party receives written notice from the Indemnifying Party denying liability in whole or in part, the Parties shall submit the dispute to the dispute resolution procedure set forth in Article 22.
Procedures for Claims. In the event that any legal proceeding shall be threatened or instituted, or any claim or demand shall be asserted, by any person in respect of which payment may be sought by an indemnified Party under the provisions of this Article VIII (a “General Claim”), the indemnified Party shall promptly cause written notice of the assertion of such General Claim of which it has knowledge to be delivered to the indemnifying Parties; provided, however, that any delay or failure to so notify the indemnifying Parties of a General Claim shall only relieve the indemnifying Parties of their obligations under this Article VIII to the extent, if at all, the indemnifying Parties are actually and materially prejudiced by reason of such delay or failure. Any notice of a General Claim by reason of any breach by any indemnifying Parties of the representations, warranties, covenants or agreements contained in this Agreement shall state specifically the representation, warranty, covenant or agreement with respect to which such General Claim is made, the facts giving rise to an alleged basis for such General Claim, and the amount of the liability, if known, asserted against the indemnified Party by reason of such General Claim.
