Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.
Appears in 12 contracts
Samples: Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 forty-five (45) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such forty-five (45-) day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such forty-five (45-) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIVIII.
Appears in 7 contracts
Samples: Master Separation and Distribution Agreement (Vishay Intertechnology Inc), Master Separation and Distribution Agreement (Vishay Precision Group, Inc.), Master Separation and Distribution Agreement (Vishay Precision Group, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI7.
Appears in 6 contracts
Samples: Master Transaction Agreement, Contribution Agreement (ANGI Homeservices Inc.), Contribution Agreement (ANGI Homeservices Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIIX.
Appears in 6 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tree.com, Inc.), Separation and Distribution Agreement (Interval Leisure Group, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Third-Party Claim shall be reasonably promptly asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility to make payment and shall have no further right provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 4530-day period or does respond within such 30-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXII.
Appears in 5 contracts
Samples: Master Separation Agreement, Master Separation Agreement (Sara Lee Corp), Master Separation Agreement (D.E Master Blenders 1753 B.V.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim third party claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XISECTION 10.09.
Appears in 4 contracts
Samples: License Agreement (Eloyalty Corp), License Agreement (Eloyalty Corp), Intellectual Property License Agreement (Voyager Group Inc/Ca/)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.X.
Appears in 4 contracts
Samples: Separation Agreement (Expedia, Inc.), Separation Agreement (TripAdvisor, Inc.), Separation Agreement (Expedia, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Third-Party Claim shall be reasonably promptly asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility to make payment and shall have no further right provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 4530-day period or does respond within such 30-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.X.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Nisource Inc/De), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Third-Party Claim shall be reasonably promptly asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility to make payment and shall have no further right provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 45-day period or does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (MasterBrand, Inc.), Separation and Distribution Agreement (MasterBrand, Inc.), Separation and Distribution Agreement (MasterBrand, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of by an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunderParty. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment provide the indemnity claimed and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Potlatch Corp), Separation and Distribution Agreement (Potlatch Forest Products CORP), Separation and Distribution Agreement (Potlatch Forest Products CORP)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 2 contracts
Samples: Reorganization Agreement (Eloyalty Corp), Reorganization Agreement (Eloyalty Corp)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIVIII.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Jefferies Financial Group Inc.), Separation and Distribution Agreement (Vitesse Energy, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for ----------------------------------------------- indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.XVI. -----------
Appears in 2 contracts
Samples: Reorganization Agreement (Edwards Lifesciences Corp), Reorganization Agreement (Baxter International Inc)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Third-Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.ARTICLE XX
Appears in 2 contracts
Samples: Japan Distribution Agreement (Edwards Lifesciences Corp), Japan Distribution Agreement (Edwards Lifesciences Corp)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days (or such other period as may be agreed to in writing between the Indemnifying Party and the Indemnified Party) after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXII.
Appears in 2 contracts
Samples: Transaction Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530-business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530-business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.
Appears in 1 contract
Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to may pursue resolution as provided in Article ARTICLE XI.
Appears in 1 contract
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility to make payment and shall have no further right provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 4530-day period or does respond within such 30- day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Western Union CO)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility to make payment and shall have no further right provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 4530-day period or does respond within such 30-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Western Union CO)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period periods and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 1 contract
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-30 business day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 1 contract
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXIII.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Western Union CO)
Procedures for Indemnification of Direct Claims. Any claim ----------------------------------------------- for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 4530 business-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.XIII. ------------
Appears in 1 contract
Samples: Reorganization Agreement (Technology Solutions Company)
Procedures for Indemnification of Direct Claims. Any claim for indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 forty five (45) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45forty-day five (45)-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 45-day forty (45)-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIVIII.
Appears in 1 contract
Procedures for Indemnification of Direct Claims. Any claim for ----------------------------------------------- indemnification on account of an Expense or a Loss made directly by the Indemnified Party against the Indemnifying Party and that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder. Such Indemnifying Party shall have a period of 45 30 business days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 45-30 business day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such 4530 business-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.XIII. ------------
Appears in 1 contract
