Response Notice; Uncontested Claims Sample Clauses

Response Notice; Uncontested Claims. Within [***] after receipt by the Indemnitor of a Claim Notice, the Indemnitor may deliver to the Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which the Indemnitor: (i) agrees that the Indemnitee is entitled to the full Claimed Amount; (ii) agrees that the Indemnitee is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount”); or (iii) indicates that the Indemnitor disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such [***] period, then the Indemnitor shall be conclusively deemed to have agreed that the Indemnitee is entitled to the full Claimed Amount. If the Indemnitor and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] after the delivery of the Claim Notice (“Initial Resolution Period”), then the Parties shall follow the procedures set forth in Section 8.6(b) hereof.
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Response Notice; Uncontested Claims. Within fifteen (15) days of the date a Claim Notice is received (the “Response Date”) in accordance with Section 3(a), Seller shall provide to Buyer and to the Escrow Agent a written response (the “Response Notice”) in which Seller shall either: (i) agree that a specified amount of the Escrow Shares and/or cash equal in value to the Claimed Amount (the “Agreed Amount”) may be released from the Escrow Account to Buyer Indemnitee, (ii) agree that a specified amount of Escrow Shares and/or cash equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to Buyer Indemnitee, or (iii) contest that any of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer Indemnitee. Seller may contest the release of Escrow Shares and/or cash based upon (i) a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Buyer Indemnitee is entitled to indemnification under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash to be released. If no Response Notice is delivered by Seller to the Escrow Agent by the Response Date, Seller shall be deemed to have agreed that the amount of the Escrow Shares and/or cash are equal in value to the entire Claimed Amount and may be released from the Escrow Account to Buyer in satisfaction of such claim(s).
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Response Notice; Uncontested Claims. Within 20 days of the date a Claim Notice was sent to the Shareholders' Representative and the Escrow Agent (the 20th day after the Claim Notice is sent being referred to herein as the "Response Date"), the Shareholders' Representative shall provide to Parent and to the Escrow Agent a written response (the "Response Notice") in which the Shareholders' Representative shall: (i) agree that Escrow Shares having a Designated Parent Stock Value (as calculated pursuant to Section 4 hereof) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnitee or claimant, (ii) agree that Escrow Shares having a Designated Parent Stock Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee or claimant, or (iii) contest that any of the Escrow Shares be released from the Escrow Account to the Indemnitee or claimant. The Shareholders' Representative may contest the release of Escrow Shares having a Designated Parent Stock Value equal to all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnitee is entitled to indemnification under the Merger Agreement or reimbursable fees for which Parent is entitled to reimbursement. If no Response Notice is delivered by the Shareholders' Representative to the Escrow Agent by the Response Date, the Shareholders' Representative shall be deemed to have agreed that Escrow Shares having a Designated Parent Stock Value equal to the entire Claimed Amount may be released to the Indemnitee or claimant from the Escrow Account.
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Response Notice; Uncontested Claims. Within ten (10) days of receipt of a Claim Notice, the Shareholders Representative shall provide to Parent, with a copy being provided to the Escrow Agent, a written response (the "Response Notice") in which the Shareholders Representative shall (i) agree that the full Claimed Amount is valid, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is valid, or (iii) contest that any of the Claimed Amount is valid. The Shareholders Representative may contest all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which Parent is entitled to indemnification under Section 10.3 of the Merger Agreement. If no response notice is delivered by the Shareholders Representative within such ten (10) day period, the Shareholders Representative shall be deemed to have agreed that the Claimed Amount is valid and that Parent is entitled to indemnification.
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Response Notice; Uncontested Claims. Within fifteen (15) business days of the date of a Claim Notice (the "Response Date"), the Respondent shall provide the Claimant a written response (the "Response Notice") in which the Respondent shall (i) agree that the full Claimed Amount is valid, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is valid, or (iii) contest that any of the Claimed Amount is valid. The Respondent may contest all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Claimant is entitled to indemnification under this Section 7.
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Response Notice; Uncontested Claims. Within ten business days of the date of a Claim Notice (the "Response Date"), the Shareholders shall provide to Computone, with a copy being provided to the Escrow Agent, a written response (the "Response Notice") in which the Shareholders shall (i) agree that the full Claimed Amount is valid, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is valid or (iii) contest that any of the Claimed Amount is valid. The Shareholders may contest all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Loss or Expense for which Computone is entitled to indemnification under Section 2(b) of this Agreement.
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Response Notice; Uncontested Claims. Within ten (10) days after receipt by the Skipping Stone Stockholder(s) of a Claim Notice, the Skipping Stone Stockholder(s), subject to such claim, may deliver to Parent and to the Escrow Agent a written response (the "RESPONSE NOTICE") in which such Skipping Stone Stockholder(s): (i) agree that Escrow Shares (or other property held in the Escrow Account) specified in the Claim Notice may be released from the Escrow Account to Parent; or (ii) indicate that no part of the Escrow Fund may be released from the Escrow Account to Parent in respect of the Claimed Share Amount. Any part of the Claimed Share Amount that is not agreed to be released to Parent pursuant to the Response Notice shall be the "CONTESTED SHARE AMOUNT." If a Response Notice is not received by the Escrow Agent within such ten (10) day period, then the Skipping Stone Stockholder(s), subject to such claim, shall be conclusively deemed to have agreed that Escrow Shares (or other property held in the Escrow Account) equal to the full Claimed Share Amount may be released to Parent from the Escrow Account.
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Response Notice; Uncontested Claims. Within 10 days of the date a Claim Notice is delivered (the "RESPONSE DATE") in accordance with Section 10, the Company
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Related to Response Notice; Uncontested Claims

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

  • Objections to Claims At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

  • Claims Notice (a) In the event that either Purchaser or LLANY or one of the Sellers wishes to assert a claim for indemnification hereunder (including, but not limited to, claims arising from a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement that may result in a Loss for which indemnification is claimed under this Article IX (a "Third Party Claim")), such party seeking indemnification (the "Indemnified Party") shall give written notice (a "Claims Notice") to the other party (the "Indemnifying Party"). Such Claims Notice shall be delivered to the Indemnifying Party as promptly as practicable, specifying in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall relieve any Indemnifying Party from its indemnification obligations only to the extent such failure or other actions taken by the Indemnified Party in response to such claim shall actually prejudice an Indemnifying Party; provided however, that notwithstanding the foregoing, an Indemnifying Party shall have no obligations to indemnify an Indemnified Party if a Claims Notice containing the information specified above is not received by the Indemnifying Party prior to the termination of the applicable periods described in Sections 8.01(a) and 8.01(c).

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Notice of Direct Claims Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

  • Notice of Claims If the City or Contractor receives notice of any claim or circumstances which could give rise to an indemnified loss, the receiving Party shall give written notice to the other Party within 30 days. The notice must include the following:

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Notice of Claims, etc Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

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