Common use of PROCEDURES INVOLVING NON-THIRD PARTY CLAIMS Clause in Contracts

PROCEDURES INVOLVING NON-THIRD PARTY CLAIMS. If the Claim involves a matter other than a Third Party Claim, the Indemnifying Party shall have forty-five (45) days to object to such Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. If an objection is timely made by the Indemnifying Party, the Indemnifying Party and the Indemnitee shall cooperate in the compromise of the Claim with ultimate resolution of the validity of such Claim to be determined under Article IX. Failure to object in a timely manner shall constitute a final and binding acceptance of the Claim by the Indemnifying Party on behalf of all Indemnitors, and the Claim shall be paid in accordance with Section 8.2.8 hereof.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Healtheon Corp), Assets Purchase Agreement (Healtheon Corp), Asset Purchase Agreement (Healtheon Corp)

AutoNDA by SimpleDocs

PROCEDURES INVOLVING NON-THIRD PARTY CLAIMS. If the Claim involves a matter other than a Third Party Claim, the Indemnifying Party shall have forty-five (45) days to object to such Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. If an objection is timely made by the Indemnifying Party, the Indemnifying Party and the Indemnitee shall cooperate in the compromise of the Claim with ultimate resolution of the validity of such Claim to be determined under Article IXVIII. Failure If an objection is not timely made by the Indemnifying Party, such failure shall be deemed to object be an objection, and the Indemnifying Party and the Indemnitee shall cooperate in a timely manner shall constitute a final and binding acceptance the compromise of the Claim by with ultimate resolution of the Indemnifying Party on behalf validity of all Indemnitors, and the such Claim shall to be paid in accordance with Section 8.2.8 hereofdetermined under Article VIII.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healtheon Corp)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!