Resolution of Indemnification Disputes. If an Indemnifying Party disputes or contests the basis or amount of any Claim set forth in a Claim Notice delivered by an Indemnified Party in accordance with the provisions of Article 7, the dispute will be resolved as set forth in this Section 7.5 below.
(a) An Indemnifying Party may object to a claim for indemnification set forth in a Claim Notice by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Claim Notice (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party prior to the 60th day following the receipt of the applicable Claim Notice (such deadline, the “Objection Deadline” for such Claim Notice and the Claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the Claims in respect of which the objection is made.
(b) If the Indemnifying Party does not object in writing (as provided in Section 7.5(a)) to the Claims contained in such Claim Notice prior to the Objection Deadline for such Claim Notice, the Indemnifying Party shall be deemed to have delivered an Objection Notice on the Objection Deadline.
(c) In case an Indemnifying Party timely delivers, or is deemed to have delivered, an Objection Notice in accordance with Section 7.5(a), the Indemnifying Party and the Indemnified Parties shall attempt in good faith to agree upon the rights of the respective Parties with respect to
Resolution of Indemnification Disputes. If an Indemnifying Party disputes or contests the basis or amount of any Claim set forth in a Claim Notice delivered by an Indemnified Party in accordance with the provisions of Article 5, the dispute will be resolved in accordance with Section 5.7.
Resolution of Indemnification Disputes. If a dispute arises in connection with determining the validity or amount of a claim for indemnification for an Indemnifiable Loss under this Agreement ("Dispute"), and if the Dispute cannot be settled through direct discussions between representatives of the Parent and representatives of the Buyer within thirty days following receipt of notice of a Dispute, the parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered under the CPR Mediation Procedure established by the CPR Institute for Dispute Resolution ("CPR") before resorting to arbitration. If a Dispute cannot be resolved through such mediation process within thirty days following the appointment of the mediator, the Dispute will be settled finally by arbitration under the CPR Rules for Non-Administered Arbitration (the "Rules"), then in effect, by a sole arbitrator, chosen by agreement of the parties within twenty days of the receipt by the respondent of a copy of the Notice of arbitration. Any arbitrator appointed by CPR shall be a retired judge or a practicing attorney with no less than fifteen years of experience with large commercial cases and an experienced arbitrator. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. ss. 1
Resolution of Indemnification Disputes. If a dispute arises in connection with determining the validity or amount of a claim for indemnification for any Loss under this Agreement Article XIII (including Section 13.9) (a "Dispute"), and if the Dispute cannot be settled through direct discussions held in good faith between representatives of the Indemnifying Person and representatives of the Indemnified Persons within one hundred twenty (120) days following receipt of notice of a Dispute, the parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered under the CPR Mediation Procedure established by the CPR Institute for Dispute Resolution ("CPR") before resorting to arbitration. If a Dispute cannot be resolved through such mediation process within sixty (60) days following the appointment of the mediator, the Dispute will be settled finally by arbitration under the CPR Rules for Non-Administered Arbitration (the "Rules"), then in effect, by a sole arbitrator, chosen by agreement of the parties within twenty (20) days of the receipt by the respondent of a copy of the notice of arbitration. Any arbitrator appointed by CPR shall be a retired judge or a practicing attorney with no less than ten (10) years of experience with large commercial cases and an experienced arbitrator, except that in the case of a Dispute with respect to a claim for indemnification under Section 13.9, the arbitrator appointed by CPR shall be a nationally-recognized expert in environmental matters and an experienced arbitrator. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. ss. 1
Resolution of Indemnification Disputes. 65 ARTICLE XIV
Resolution of Indemnification Disputes. 95 SECTION 11.8 Indemnity Tax Credit Amount............................95 Exhibit A Xxxx of Sale...........................................A-1 Exhibit B Undertaking and Indemnity Agreement....................B-1 Exhibit C Escrow Agreement.......................................C-1 ACQUISITION AGREEMENT ACQUISITION AGREEMENT, dated as of July 16, 2002 (the "Agreement"), among Alcoa Inc., a Pennsylvania corporation (the "Buyer"), The Xxxxxxxxx Corporation, a Delaware corporation (the "Parent"), Xxxxxxxxx Holding Corp., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent ("Fairchild Holding"), and Sheepdog, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent ("SDI" and, together with the Parent, Fairchild Holding and the subsidiaries of the Parent set forth on Schedule 1.125, collectively, the "Sellers").
Resolution of Indemnification Disputes. The decision of the arbitrator as to the validity and amount of any Claim in such Claim Notice shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Claims determined by arbitration as provided in this Section 7.6(f)(Resolution of Indemnification Disputes) are referred to as “Resolved Claims.” Within [***] of a decision of the arbitrator(s) requiring payment by an Indemnifying Party to an Indemnified Party, such Indemnifying Party shall make the payment to such Indemnified Party, subject to Sections 7.4 (Limitations) and 9.2 (Resolution of Conflicts; Arbitration).
Resolution of Indemnification Disputes. In the event the Indemnifying Party and the Indemnified Party are unable to resolve any dispute identified in an Indemnification Dispute Notice in accordance with provisions (i) and (ii) of Section 6.5(b) within 45 days after delivery of any Indemnification Dispute Notice, either the Indemnified Party or the Indemnifying Party may seek to resolve the matter in accordance with Section 10.5.
Resolution of Indemnification Disputes. 30 ACQUISITION AGREEMENT AND PLAN OF REVERSE MERGER ------------------------------------------------ THIS ACQUISITION AGREEMENT AND PLAN OF REVERSE MERGER (the "Agreement") is entered into as of December 3, 1999, by and between STEREO VISION ENTERTAINMENT, INC., a Nevada Corporation (the "Acquiror"), on the one hand, with its principal place of business located 0000 X. Xxxxxxxx Xxxx., Xxxxx X, Xxxxxxxx, Xxxxxxxxxx 00000, and KESTREL EQUITY CORPORATION, an Arizona Corporation STEREO VISION ENTERTAINMENT, INC., a Arizona Corporation (the "Survivor"), with its principal place of business located at 185 West "F" Street, Seventh Floor, San Diego, California 92101, on the other hand.
Resolution of Indemnification Disputes. Any controversy arising out of the indemnification provisions of ARTICLE 11 of this Agreement or breach thereof shall be settled by arbitration in San Diego, California, in accordance with the rules of the American Arbitration Association, and judgment entered upon the award rendered by arbitrator may be enforced by appropriate judicial action pursuant to the California Code of Civil Procedure. The arbitration panel shall consist of one member, which shall be a person agreed to by each party to dispute within thirty (30) days following notice by one party that desires the matter to be arbitrated. If the parties are unable within such thirty (30) day period to agree upon an arbitrator, than the panel shall be one arbitrator selected by the San Diego Office of the American Arbitration Association, which arbitrator shall be experienced in commercial law and acquisition transactions and knowledgeable with respect to the subject matter of the dispute. The losing party shall bear any fees and expenses of the arbitrator, other tribunal fees and expense and reasonable attorney's fees of both parties, and the cost of such witness and other reasonable costs or expenses incurred by him or the prevailing party. The arbitrator shall render a decision within thirty (30) days following the close of presentation by the parties to their cases and any rebuttal. The parties shall agree within thirty (30) days following the selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to proceed, including, interrogatories or other discovery, provided, in any event, each party shall be entitled to discovery in accordance with California Code of Civil Procedures Section 1283.05.
