Common use of Response to Notice of Claim Clause in Contracts

Response to Notice of Claim. Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will either: (a) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (b) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (c) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Internet Gold Golden Lines LTD), Asset Purchase Agreement (Ampal-American Israel Corp)

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Response to Notice of Claim. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will eitherwill: (ai) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ciii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30)-day period, then the Indemnifying Party shall be deemed to have accepted the Indemnified Party’s right to receive the Claimed Amount.

Appears in 1 contract

Samples: Master Acquisition Agreement (Open Text Corp)

Response to Notice of Claim. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will eitherwill: (ai) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party;Party; (bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; Party; or (ciii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30)­ day period, then the Indemnifying Party shall be deemed to have accepted the Indemnified Party’s right to receive the Claimed Amount.

Appears in 1 contract

Samples: Bill of Sale

Response to Notice of Claim. Within 30 45 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will eithermay: (ai) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ciii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response is delivered by the Indemnifying Party to the Indemnified Party within such 45 day period, then the Indemnifying Party will be deemed to have disputed that the Indemnified Party is entitled to receive any of the Claimed Amount.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Usg Corp)

Response to Notice of Claim. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will eitherwill: (ai) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ciii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30)-day period, then the Indemnifying Party shall be deemed to have agreed that the Indemnified Party is entitled to receive the Claimed Amount.

Appears in 1 contract

Samples: Master Acquisition Agreement (Carbonite Inc)

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Response to Notice of Claim. Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will either: (ai) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days of the Indemnified Party’s receipt of the Response, and the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (b) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (cii) dispute that the Indemnified Party is entitled to receive any of the Claimed AmountAmount (in such an event, the Response will be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such 30-day period, the Indemnifying Party is deemed to have agreed that an amount equal to the entire Claimed Amount will be payable to the Indemnified Party and such Claimed Amount will be payable in accordance with the provisions of this Article IX.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)

Response to Notice of Claim. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will eitherwill: (ai) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”), and, within five (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ciii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30)-day period, then the Indemnifying Party shall be deemed to have disputed the Indemnified Party’s right to receive any of the Claimed Amount.

Appears in 1 contract

Samples: Master Acquisition Agreement (Zebra Technologies Corp)

Response to Notice of Claim. Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the "Response") in which the Indemnifying Party will either: (a) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five business days of the Indemnified Party’s 's receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (b) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the "Agreed Portion"), and, within five Business Days of the Indemnified Party’s 's receipt of the Response, the Indemnifying Party will pay the Agreed Portion of the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (c) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (B Communications LTD)

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