Resolution of Claim. 7.1 The parties agree that this Agreement is being entered into by the Secretary for the benefit of the individual school Boards of Trustees as the employers of teacher aides.
Resolution of Claim. If the decision on the Pre-Resolution is not issued within the required timeframe or if Contractor is not satisfied with the decision, Contractor may submit a Claim as a prerequisite for any further consideration by County or the right to any judicial review of the issue giving rise to the claim.
Resolution of Claim. Except in the event that the claim for indemnification is based upon a claim of a third party and Shareholders shall have notified Purchaser as provided in paragraph 8.2 that they will contest the claim, unless Shareholders object to the determination or computation of the total amount of the indemnification shown on the written notice specified in subparagraph 8.2 within 60 days after receipt, the total amount of indemnification shown by notice shall be paid by Shareholders to Purchaser. If Shareholders object to the determination contained in the written notice specified in subparagraph 8.2 within 60 days after receipt, they shall have the right to submit any claim for indemnification not brought by a third party to the American Arbitration Association for binding arbitration in accordance with its rules, and the expenses of the American Arbitration Association shall be borne equally by the parties.
Resolution of Claim. (a) If within thirty (30) days after a Notice of Claim is received by the Representative, the Representative does not give written notice to the Buyer (with a copy to the Escrow Agent if the Claim involves recovery against the Escrow Shares) contesting the basis for, or the amount of, such claim (the “Contest Notice”), the Representative shall be conclusively deemed to have consented, on behalf of the Indemnifying Selling Shareholders, to the recovery of the full amount of Damages (subject to the limits contained in this Article 8) specified in the Notice of Claim in accordance with this Article 8 including the forfeiture of all or a portion of the Escrow Shares, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Indemnifying Selling Shareholders for such amount in any court having jurisdiction over the matter where venue is proper.
Resolution of Claim. (a) If the Indemnifying Party does not object to an Indemnification Claim by the Indemnified Party during the 30-day period following receipt of the Indemnified Party's Notice of its Indemnification Claim (the "Objection Period"), the Indemnified Party's Indemnification Claim shall be considered undisputed, and (subject to the threshold and cap under Section 10.3) the Indemnified Party shall be entitled to recover the full amount of its Indemnifiable Loss (or estimate of its Indemnifiable Loss) from the Indemnifying Party.
Resolution of Claim. (a) If within thirty (30) days after a Notice of Claim is received by the Representative, the Representative does not give written notice to the Buyer (with a copy to the Escrow Agent if the Claim involves recovery against the Escrow Amount) contesting the basis for, or the amount of, such claim (the “Contest Notice”), the Representative shall be conclusively deemed to have consented, on behalf of the Shareholders, to the recovery of the full amount of Damages (subject to the limits contained in this Article 8) specified in the Notice of Claim in accordance with this Article 8 including the forfeiture of all or a portion of the Escrow Amount, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Securityholders for such amount in any court having jurisdiction over the matter where venue is proper.
Resolution of Claim. The parties will attempt in good faith to resolve any Audit Claim for a period of not less than ninety (90) days after Tenant gives Landlord the Audit Claim. If the parties cannot reach a resolution within such period, such matter shall be resolved by a single Arbitrator chosen by and in accordance with the rules of the American Arbitration Association pursuant to “Baseball Style” Arbitration. The losing party shall pay all fees of the Arbitrator.
Resolution of Claim. Landlord and Tenant shall, for a period consisting of not less than 90 days after Tenant delivers to Landlord an Audit Claim (or an Objection, which is not of the type which requires an audit to resolve), attempt in good faith to resolve such Audit Claim.
Resolution of Claim. (a) If within thirty (30) days after a Notice of Claim is received by the Indemnifying Party, the Indemnifying Party does not give written notice to the Indemnified Party (with a copy to the Escrow Agent if the Claim involves recovery against the Escrow Amount) contesting the basis for, or the amount of, such claim (the “Contest Notice”), the Indemnifying Party shall be conclusively deemed to have consented to the recovery of the full amount of Damages (subject to the limits contained in this Section 8.7) specified in the Notice of Claim in accordance with this Section 8.7, and, without further notice, to have stipulated to the entry of a final judgment for Damages against the Indemnifying Parties for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Contest Notice is given by the Indemnifying Parties, then the Indemnified Parties and the Indemnifying Parties shall use reasonable efforts to reach agreement with respect to such Claim. If the respective Indemnified Parties and the Indemnifying Parties are unable to agree to a resolution of any Claim within thirty (30) days after such Indemnified Party’s receipt of a Contest Notice, then such Claim shall be resolved by either (i) a written settlement agreement or memorandum executed by an authorized representative of the Indemnified Parties and the Indemnifying Parties or (ii) in the absence of such a written settlement agreement within sixty (60) days following receipt by the Indemnified Party of the Contest Notice from the Indemnifying Parties, by binding arbitration between Indemnified Parties and the Indemnifying Parties in accordance with the terms and provisions of Section 8.7(c) below. (c) If no such agreement can be reached after good faith negotiation, the Holders Representative (if the Indemnifying Parties are the Company Securityholders pursuant to Section 8.3) or Buyer (if the Indemnifying Parties are Buyer pursuant to Section 8.4) may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall 62
Resolution of Claim. 7.8.1 CLAIM. If the decision on the PRE is not issued within the required timeframe or if the Contractor is not satisfied with the decision, the Contractor or other party brought into the process by the Owner, may submit a Claim in accordance with this Article 7.8 as a prerequisite for any further consideration by the Owner or the right to any judicial review of the issue giving rise to the claim.
